Terms and Conditions

Preamble

The dmcgroup is a design and digital agency with offices in Vienna (Austria), Düsseldorf, Munich (Germany), and Bern (Switzerland). It offers services in the areas of web design, corporate design, marketing, content creation, and web technology.

These General Terms and Conditions (GTC) govern the business relationships between dmcgroup (hereinafter referred to asthe “Agency”) and its business customers (hereinafter referred to asthe “Customer”) with respect to the services specified herein. They apply exclusively to contracts with businesses as defined in Section 14 of the German Civil Code (BGB) (B2B) and do not apply to consumers.

1. Scope

1.1. Scope of Application
These Terms and Conditions apply to all contracts for goods and services between the Agency and the Client within the scope of services specified above (web design, corporate design, marketing, content creation, and web technology). Any deviating or supplementary terms and conditions provided by the client shall not apply unless the Agency has expressly agreed to their validity in writing.

1.2. Exclusive B2B Scope
The Agency enters into contracts exclusively with business entities as defined in § 14 of the German Civil Code (BGB) (i.e., natural persons, legal entities, or partnerships that, at the time of entering into the legal transaction, are acting in the course of their commercial or self-employed professional activities). Consumers (§ 13 BGB) are excluded from the Agency’s services; any contract concluded with consumers shall be made only in exceptional cases and requires the Agency’s express consent. In such a case, these General Terms and Conditions shall not apply to that extent.

1.3. Individual Agreements
Individual contractual agreements between the Agency and the Client (e.g., in proposals, contracts, or order confirmations) take precedence over these General Terms and Conditions to the extent that they conflict with them. Such individual contractual provisions must be in writing (at least in text form, e.g., email) to be valid, unless a more stringent form is required by law.

1.4. Future Business Relationships
These Terms and Conditions also apply to future business relationships between the Agency and the Client without the need for further notice, provided that the Client has accepted them in a previous contract. The Agency will notify the Client of any changes to the Terms and Conditions in an appropriate manner. If the client does not object to the amended Terms and Conditions in writing within 14 days of notification, the amendments shall be deemed approved (the Agency will specifically draw the client’s attention to this in the notification).

2. Conclusion of the Contract

2.1. Offer and Acceptance
The presentation of the agency’s services or products—for example, on websites, in brochures, or in proposals—does not constitute a binding offer, but rather an invitation to the client to place an order. A contract between the Agency and the Client is not formed until the Agency confirms an order or assignment from the Client in writing or expressly accepts it. An order confirmation may also be sent via email. If the agency submits a written offer to the client, it is bound by that offer—unless otherwise specified in the offer—for four (4) weeks from the date of the offer. The client’s acceptance of the offer within this timeframe results in the conclusion of the contract.

2.2. Written Form and Contract Documents
For the conclusion of the contract and all agreements, written form (e.g., email) is sufficient, unless a more stringent form is required. Verbal agreements are nonbinding until they have been confirmed in writing. The scope of the agreed-upon services is primarily determined by the individual offer or contract and, supplementarily, by these General Terms and Conditions.

2.3. Customer Participation in the Conclusion of the Contract
The customer agrees to provide truthful and complete information upon conclusion of the contract (such as regarding the customer’s status as a business entity, company name, address, solvency, etc.). The customer’s orders or requests should describe the desired services as precisely as possible. The agency is entitled to request proof of the customer’s status as a business entity (e.g., an extract from the commercial register, VAT ID number).

2.4. Rejection of Orders
The agency reserves the right to decline an assignment on a case-by-case basis, for example, if the subject matter of the project violates legal or ethical principles, or if there are reasonable doubts regarding the client’s solvency or good faith. The client has no legal right to the conclusion of a contract.

3. Scope of Services

3.1. Subject Matter of the Contract
The scope of the agency’s services is specified in the respective contract, proposal, or service specifications. The agency shall provide the agreed-upon creative and technical services—in particular in the areas of web design, corporate design, marketing, content creation, and web technology—in accordance with the client’s specifications and the agreed-upon concept or requirements specification. Ancillary services or additional functionalities are only to be provided if they have been expressly agreed upon.

3.2. Use of AI Systems

The agency is authorized to use systems based on artificial intelligence (AI) to provide the services required under the contract. This includes, in particular, the generation of text, images, audio, and video content, as well as their editing. Upon request, the agency will inform the client about the use of AI systems, the tools employed, and the extent of human editing.

3.3. Performance of the Service
The Agency shall provide the services in accordance with the state of the art and science and with the diligence of a prudent businessperson. It is entitled to engage suitable personnel, freelancers, or subcontractors to perform the services, provided that this does not prejudice any legitimate interests of the Client. Unless otherwise expressly agreed, the Agency shall, within the scope of the purpose of the contract, decide at its own professional discretion on the manner of performance (e.g., technical implementation, design elements).

3.4. Changes to Benefits
If, after the contract has been concluded, the client requests changes or additions to the agreed scope of services, the agency will accommodate these to the extent possible. However, this requires a corresponding written agreement (addendum or change request) that specifically addresses any additional costs and schedule adjustments. The agency is not obligated to comply with the client’s requests for changes unless an agreement is reached regarding an adjustment to the compensation or the deadlines. In this case, the original scope of services shall remain in effect.

3.5. Partial Deliveries / Milestones
The agency is entitled to provide partial services or interim results and to submit them to the client for partial acceptance, provided that this is reasonable for the client. Such partial deliveries may be billed in accordance with the progress of the work, provided that this has been agreed upon or is customary in the industry.

3.6. Third-Party Services and External Costs
If third-party services or external costs are required to implement the project (e.g., stock images, fonts, licenses, printing costs, hosting or domain fees, advertising placements), the agency will inform the client of this. Unless otherwise agreed, these costs will be billed separately and are to be borne by the client. The agency is entitled to enter into corresponding contracts with third parties on behalf of and for the account of the client after the client has given its consent, or to leave the procurement to the client itself.

3.7. Services Not Included
Unless expressly agreed upon, the agency does not provide the following services in particular: ongoing maintenance and support of websites or software after project completion, provision of web hosting or server infrastructure, domain registration, ongoing editorial management of content, guarantees of success for marketing measures (such as specific conversion rates or revenue targets), or legal reviews (e.g., for compliance with competition law, trademark law, or data protection law). Should the client request such services, they must be agreed upon separately.

3.8. No Guarantee of Success
The agency is obligated to properly perform the agreed-upon services, but is not obligated to achieve any specific business results. In particular, with regard to marketing services, specific results (e.g., a certain number of leads, sales, or a search engine ranking) cannot be guaranteed. Forecasts and targets are provided for guidance only, unless expressly agreed upon as binding in individual cases.

4. The Customer’s Obligations to Cooperate

4.1. Cooperation and Information
The client shall actively and promptly support the agency in the provision of services. In particular, the client must provide the agency with all information, documents, and content (e.g., texts, images, graphics, logos, access data) necessary for the execution of the project in a complete and accurate manner and by the agreed-upon deadline. The client must notify the agency immediately of any changes in relevant circumstances or new requirements.

4.2. Contact
The client shall designate a competent point of contact, along with a deputy, who is authorized to make binding decisions on the client’s behalf and to facilitate prompt coordination. This point of contact shall be available to the agency for inquiries, coordination, and approvals, and shall ensure prompt communication between the parties.

4.3. Participatory Actions
To the extent that the Customer’s cooperation (e.g., approval of concepts/drafts, feedback loops, acceptance of interim results, testing of functions) is required or contractually agreed upon, the Customer shall perform such actions in a timely manner and with due care. In particular, the customer is responsible for verifying the legal admissibility of content that it provides or approves (e.g., with regard to competition law, third-party copyrights, trademarks, data protection, etc.), unless otherwise expressly agreed. By approving drafts or content, the customer simultaneously confirms the accuracy of the content and its legal compliance, to the extent that the customer is responsible for such matters.

4.4. Supplies from the customer
If the client provides the agency with material (such as text, images, graphics, videos, data, trademarks, logos, etc.), the client warrants that it is authorized to use this material and that its use within the scope of the contract does not infringe on the rights of third parties. To this extent, the client grants the agency a non-exclusive right to use the content provided, to the extent necessary for the performance of the contract. Should third parties assert claims arising from the use of this content provided by the client, the client shall indemnify the agency against all claims resulting from any infringement of rights and shall reimburse the agency for the necessary legal defense costs.

4.5. Use of Material Provided by Customers
If the client provides material (e.g., text, images, logos, videos, data), the client warrants that it holds all necessary rights to such material and that its use by the agency as part of AI-supported processes is permitted. The client hereby indemnifies the agency against all claims by third parties in this regard.

4.6. Deadlines and Delays Caused by the Customer
Failure by the client to fulfill its obligations to cooperate in a timely manner, or to do so incompletely or incorrectly (e.g., late delivery of content or outstanding approvals), will result in a reasonable extension of the agency’s agreed-upon service deadlines. Likewise, in such a case, the Agency is entitled to adjust the project schedule and to invoice the additional expenses separately—after prior notice—provided that the Client is at fault for the delay. The Agency’s other rights arising from the client’s default (such as claims for damages) remain unaffected.

4.7. Contributions by the Customer
To the extent that it is contractually agreed that the customer will provide certain services itself or through third parties (e.g., preparatory work, supplies, in-house developments, preliminary work by other service providers), the customer shall ensure that these are performed on time and to the agreed-upon quality standards. The Agency may rely on the quality and accuracy of these third-party services and is only obligated to raise concerns in the event of obvious defects. Should the Agency incur additional work or experience delays due to defective third-party services, the provisions of Section 4.6 shall apply accordingly.

5. Compensation and Payment Terms

5.1. Amount of Compensation
The fee to be paid by the client for the agency’s services is specified in the respective contract or proposal. Unless expressly stated otherwise, all prices are net amounts plus applicable sales tax. Cost estimates provided by the agency are binding only if they are designated as fixed-price offers; otherwise, deviations may occur due to changes in the scope of the project or unforeseen additional work, for which the client must pay upon receiving appropriate notification.

5.2. Additional Services
Services that go beyond the originally agreed scope (e.g., additional revisions, change requests from the client, project expansions, or unforeseeable increases in the amount of work required) will be billed on a time-and-materials basis at the agreed-upon hourly rates or in accordance with a separate quote. The agency will notify the client in advance of any foreseeable additional costs and obtain the client’s consent.

5.3. Due Date and Payment Terms
The Agency is entitled to issue partial invoices based on the progress of the work or to request an advance payment, particularly for large-scale projects or those with longer durations. Unless otherwise specified in the contract, the Agency’s invoices are due for payment immediately upon issuance, without any deductions. A payment term (e.g., 14 days net) will be specified on the invoice. Discounts require an express agreement.

5.4. Payment Method
Payments shall be made by bank transfer to the agency’s account specified on the invoice, unless other payment terms have been agreed upon. All payments must be made in the agreed-upon currency (usually euros). Any bank fees or transfer costs incurred shall be borne by the customer, unless otherwise agreed.

5.5. Customer’s Default
If the customer defaults on a payment, the statutory provisions shall apply. In particular, the agency is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate per annum (Section 288(2) of the German Civil Code (BGB)). The agency reserves the right to claim further damages resulting from the delay. If the customer defaults on a payment that is due, the agency may also suspend further work on ongoing projects until outstanding amounts are settled (right of retention), and agreed-upon delivery deadlines shall be extended accordingly by the duration of the payment default.

5.6. No Set-Off or Withholding
The customer is not entitled to set off claims against the agency’s claims or to withhold payments, unless the customer’s counterclaims are undisputed or have been legally established. In the event of defects in the service, the client’s counterclaims remain unaffected (see “Warranty” in Section 9); however, any withholding of payment must be proportionate to the defect that has occurred.

5.7. Travel Expenses and Allowances
Any necessary travel or lodging expenses, as well as other out-of-pocket expenses incurred by the agency on behalf of the client (e.g., for on-site meetings, production support, or events) will be billed to the client at cost (upon presentation of receipts), unless they have already been included in the quote. The agency will inform the client in advance—to the extent possible—of any expected incidental costs.

5.8. Retention of Title / Retention of Rights
Until the fees owed have been paid in full, the works, documents, and materials delivered shall remain the property of the Agency. Likewise, the granting of rights of use (see Section 8) is subject to full payment of all amounts due under the relevant contract. In the event of non-payment, the Agency may withdraw from the contract and demand that the client return any work products already delivered or prohibit their use.

6. Delivery Times and Delays

6.1. Schedules and Deadlines
The agency will make every effort to meet agreed-upon deadlines and dates. However, deadlines for deliveries or services are binding only if they have been expressly agreed upon as such. As a rule, project schedules are determined in consultation with the client. If the agency anticipates that a deadline cannot be met, it will inform the client immediately and propose a reasonable new deadline.

6.2. Dependence on Cooperation and Third Parties
Agreed deadlines shall be extended appropriately if delays are not attributable to the Agency. This applies in particular in cases of force majeure or other unforeseeable events that were beyond the Agency’s control at the time the contract was concluded (e.g., natural disasters, pandemics, labor disputes, government measures, power outages, communication network failures, or supplier issues). The same applies to delays resulting from a lack of cooperation on the part of the client (see Section 4.6) or late deliveries from third parties that are necessary for the provision of services (e.g., work provided by other service providers, government approvals). The circumstances mentioned above do not constitute a default on the part of the agency.

6.3. Delay in Delivery by the Agency
If the Agency nevertheless defaults on the service owed, the Client must first grant the Agency a reasonable grace period to perform the service. Only after this grace period has expired without result is the Client entitled to its statutory rights, in particular withdrawal from the contract or compensation in lieu of performance. The client may claim damages for delay only in accordance with the limitations of liability set forth in Section 9.

6.4. Partial Services
The agency is entitled to provide partial services, provided that the parts delivered are of practical use to the customer and the remaining scope of services is not unreasonably impaired as a result. The customer may not refuse partial deliveries—provided there is a valid reason for them. Minor delays in delivery (up to a few business days) do not entitle the customer to rescind the contract or claim damages, provided that the purpose of the contract is not jeopardized as a result.

6.5. Customer’s Default in Acceptance
If the customer is in default of acceptance or violates any other obligations to cooperate (see Section 4), the agency is entitled to demand compensation for the resulting damages, including any additional expenses. In this case, the risk of accidental deterioration or accidental loss of the work also passes to the client at the time of default in acceptance. Furthermore, in the event of a delay in acceptance, the agency may refuse to continue performance and terminate the contract after issuing a formal notice; the agency’s claim for compensation remains unaffected, less any expenses saved.

7. Acceptance

7.1. Obligation to Accept Delivery
If the agency’s service constitutes a contract for work and labor or a service provided under such a contract (e.g., creation of a website, development of a corporate design, creation of graphics or content as a finished work), the client is obligated to accept the service in accordance with the contract. The Agency will notify the Client of the completion of the service and request acceptance. The Client must review the delivery or the work without delay—typically within 5–10 business days—and either declare acceptance or report any material defects in writing.

7.2. Form of Acceptance
Acceptance may be declared in writing (e.g., by email). An express declaration of acceptance is not required if the customer does not report any defects and allows the deadline for the acceptance review to expire—in this case, acceptance is deemed to have taken place upon the expiration of the deadline. Similarly, acceptance is deemed to have been granted as soon as the customer begins to use the service provided by the agency in a productive capacity or makes it accessible to third parties (e.g., going live with a website, using the design in business communications, publishing created content).

7.3. Defects at Acceptance
If the service exhibits material defects that significantly impair its use as specified in the contract, the client is entitled to refuse acceptance until the agency has remedied the defects within a reasonable period of time. The agency has the right to make corrections twice, if necessary. Insignificant or minor defects do not entitle the customer to refuse acceptance; these defects must be remedied by the agency under the warranty, but do not justify withholding acceptance.

7.4. Partial Acceptances
For self-contained partial services or project phases, the agency may request partial acceptance. Such partial acceptance may be agreed upon, in particular, for conceptual phases, design drafts, completed development modules, or campaign phases. Once a partial acceptance has been granted, the corresponding service segment is deemed accepted, and any defects must be addressed under the warranty for that segment, without this preventing the acceptance of subsequent segments.

7.5. Effect of Acceptance
Acceptance marks the end of the service phase and the beginning of the warranty period for any defects (see Section 9). At the same time, the final invoice for the accepted service becomes due, if it has not already been paid. If the customer requests further changes or additions after acceptance, these shall be considered new orders and will be billed separately, unless they involve the rectification of defects.

8. Rights of Use

8.1. The Agency’s Copyrights
The works created by the agency as part of the assignment (e.g., graphics, designs, layouts, source code, concepts, texts, videos, photographs, etc.) are generally protected by copyright. The copyright holder, as defined by the Copyright Act, remains—where applicable—the Agency or the creative professional employed by or commissioned by the Agency. The client is granted rights of use to the works, but not ownership rights to the original physical or digital files, unless expressly agreed otherwise. For example, open project files (e.g., Photoshop/InDesign files, source code repositories) remain the property of the agency, unless their handover is expressly part of the contract.

8.2. Granting of Rights of Use to Customers
Upon full payment of the agreed-upon compensation, the client shall receive—unless otherwise specified in the contract—a right of use, unlimited in time and location, to the works created by the agency for all purposes specified in the contract. This right includes, in particular, use within the EU and the EEA as well as—if relevant—beyond those regions, and is unlimited in duration for the agreed-upon purpose. Unless otherwise agreed, the client is granted a non-exclusive right of use; that is, the agency may reuse the work (or parts thereof)—while complying with any confidentiality obligations—for its own advertising (see Section 8.7) or in other projects, provided this does not infringe upon the client’s legitimate interests. Exclusive rights of use or the transfer of rights of use to third parties by the client must be expressly agreed upon.

8.3. Rights to AI-Generated Content
a) Under current law, content generated solely by AI does not enjoy copyright protection.
b) A copyright-protected work may only be created if the agency provides creative, human input (e.g., art direction, compositing, editing, or similar).
c) The client receives a non-exclusive right of use, unlimited in scope and duration, to all content created under the contract (AI-generated combined with human editing), unless otherwise agreed in writing.
d) It is not possible to guarantee exclusive rights to content generated solely by AI. Exclusivity can only be granted for content that becomes eligible for copyright protection through human editing by the agency.

8.4. Transfer of Rights and Scope of Use
The rights of use are not transferred to the client until full payment of the fee has been made. Until full payment is made, all rights remain with the agency, and the client is not authorized to use the deliverables at this time (except, where applicable, for trial use during the acceptance phase). The scope of use is determined by the contractual purpose. The client is granted the right to use the deliverables for its own business purposes. Any further use—such as the reproduction, distribution, public disclosure, or modification of the works beyond the contractually agreed-upon purpose—requires the agency’s consent, unless such use is already permitted by law. In particular, without a separate agreement, the client is not authorized to sell, license, or transfer the works or concepts created by the agency to third parties for further use.

8.5. Citation and Attribution
The agency is entitled to cite the client and the project created for the client as a reference (e.g., on its own website or in presentations), and to use excerpts of the services provided (e.g., design excerpts, website screenshots, logos). Furthermore, the Agency—particularly in the case of creative work—is entitled to indicate its authorship in an appropriate manner on or in the immediate vicinity of the works provided (copyright notice), such as through a discreet notice in the legal notice of a designed website or on printed materials, provided this is customary in the industry and the client does not assert an overriding interest to the contrary. The client may neither remove nor alter this notice without the agency’s consent as long as the client uses the work.

8.6. Protection Against Defamation
The client is prohibited from modifying or using the works created by the agency in a manner that distorts them or is likely to infringe upon the intellectual or personal interests of the authors (Section 14 of the German Copyright Act (UrhG)). Substantial changes to design services or to the delivered source code—particularly those that reduce quality or alter the character of the work—may only be made with the agency’s consent. Should the client, after the transfer of rights of use, make or have made unauthorized changes that could impair the agency’s authorship, the client’s obligation to name the agency as the author shall cease to apply in this respect. In case of doubt, the client is required to consult with the agency before making any planned changes.

8.7. The agency’s self-promotion
Notwithstanding the rights of use granted to the client, the agency reserves the right to use the services provided and the works created for its own promotional purposes. This includes the inclusion of the client’s name and relevant project details in the agency’s portfolio (e.g., on the website, on social media channels, in presentations, or in calls for proposals). In doing so, the Agency will not disclose any confidential information and will take into account the client’s legitimate confidentiality interests (see Section 10). If the client does not agree to a specific form of reference (e.g., for strategic or confidentiality-related reasons), the client must notify the agency of this in writing. In this case, the parties will find a mutually agreeable solution.

8.8. Content provided by the agency
If the Agency has incorporated third-party materials (e.g., licensed stock photos, graphics, software libraries, fonts) as part of the services provided, the Client is granted the rights of use to these materials that are necessary for the contractually agreed-upon use. Ownership rights to such third-party materials are not transferred. To the extent that the license terms of the third-party providers stipulate restrictions or obligations (e.g., copyright attributions for images, open-source license notices for software), the Agency will inform the Client of these requirements and take them into account within the scope of the project. The Client is obligated to comply with these license terms.

8.9. Violations of Rights of Use
If the client uses the work products beyond the agreed scope or without full payment of the fee, the client shall be liable for damages. In such a case, the agency may demand a contractual penalty or retroactive payment in the amount of a reasonable license fee for the additional use. Further claims by the agency, in particular for injunctive relief and damages, remain unaffected.

9. Liability and Warranty

9.1. Material and Legal Defects (Warranty)
The Agency guarantees that the services provided substantially comply with the contractual requirements at the time of acceptance. In the event of defects, the customer’s statutory warranty rights apply subject to the following conditions: The customer must report any apparent defects in writing without delay, but no later than 14 days after acceptance (in the case of hidden defects, immediately upon discovery). If the defect is not reported in a timely manner, the service shall be deemed approved to that extent. In the case of justified defects reported within the prescribed time limit, the Agency has the right to subsequent performance, i.e., at its own discretion, to remedy the defects or to re-perform the defective service. If two attempts at subsequent performance fail or if subsequent performance is unreasonably delayed for reasons attributable to the Agency, the Client may demand a reduction in compensation or—in the case of serious defects—withdraw from the contract. The client is entitled to claims for damages due to defects only in accordance with the following limitations of liability.

9.2. Liability and Indemnification
a) The Agency carefully reviews AI-generated content but does not guarantee that it is free of third-party rights (e.g., copyrights, trademarks, and personality rights).
b) The customer agrees to review the content itself for legal compliance prior to its publication.
c) The customer is solely liable for any claims by third parties arising from the use of material provided by the customer.

9.3. Warranty Period
The statute of limitations for warranty claims (claims for defects) is 12 months from the statutory commencement of the limitation period (generally from the date of acceptance of the service). This period does not apply in cases of willful misconduct or gross negligence on the part of the agency, fraudulent concealment of a defect, or personal injury, nor does it apply to claims under the Product Liability Act—in these cases, the statutory periods apply. The agency does not provide a guarantee in the legal sense, unless this has been expressly designated as a “guarantee” in writing in a specific case.

9.4. Principles of Liability
The Agency shall be liable to the Client without limitation in cases of willful misconduct and gross negligence in accordance with statutory provisions. In cases of simple negligence—except in cases involving injury to life, limb, or health—the Agency shall be liable only for breaches of material contractual obligations (cardinal obligations). Essential contractual obligations are those whose fulfillment is essential for the proper performance of the contract and on whose compliance the client may reasonably rely. In such cases, the Agency’s liability is limited to the amount of damage that was foreseeable at the time the contract was concluded and that typically occurs.

9.5. Disclaimer
In all other cases of simple negligence not covered by Section 9.4, the Agency shall not be liable. In particular—to the extent permitted by law—the Agency’s liability is excluded for indirect and consequential damages (such as lost profits, business interruption, data loss, and anticipated savings) as well as for unforeseeable, atypical damages. Liability under the Product Liability Act or arising from any warranties assumed remains unaffected by the foregoing limitations of liability. Likewise, the liability provisions of the TMG (Telemedia Act) remain unaffected with respect to relevant services, provided that the Agency acts as a service provider within the meaning of the TMG.

9.6. Liability for Agents
To the extent that the Agency’s liability is excluded or limited, this also applies to the personal liability of its officers, employees, workers, staff members, representatives, and agents. However, none of the limitations of liability contained in this contract shall limit the liability of the aforementioned persons for damages caused intentionally or for damages resulting from injury to life, body, or health.

9.7. Usage Instructions and Risks
The client is responsible for using the works and solutions created by the agency in an appropriate manner. The agency is not liable for damages resulting from the client’s failure to follow the agency’s instructions for use or from the use of the solutions in a manner not covered by the contract. Likewise, the Agency assumes no liability for ensuring that the content and materials provided by the Client (see Section 4.4) are legally permissible; the Client bears sole responsibility for this. If the Agency has advised the Client of potential legal issues (e.g., required legal notice information, labeling requirements, third-party trademark rights) and the Client nevertheless decides to proceed with a specific implementation, this is done at the Client’s sole risk.

9.8. Indemnification for Legal Violations
If the agency is held liable by third parties due to the client’s acts or omissions (e.g., due to anti-competitive content, infringement of personal rights, or data protection violations resulting from data provided by the client), the client shall indemnify the agency against all claims by such third parties upon first request. This also includes reasonable legal defense costs. A prerequisite for the indemnification obligation is that the Agency immediately informs the Client of any claims asserted and—to the extent reasonable—leaves the defense to the Client. Any further claims by the Agency remain unaffected.

10. Confidentiality

10.1. Confidential Information
The parties agree to treat as confidential all trade secrets, business secrets, and other confidential information of the other party that comes to their knowledge in connection with this Agreement. Confidential information includes all information, documents, data, business processes, plans, etc., that are marked as confidential or are to be regarded as confidential by their nature, including, in particular, customer and marketing data, technical or creative concepts, designs, and prototypes.

10.2. Use of the Information
Confidential information may only be used for the purposes specified in the contract. Disclosure to third parties is permitted only to the extent necessary for the performance of the contract (e.g., to the agency’s subcontractors or the client’s consultants) and provided that the third party has, in turn, been bound in writing to maintain confidentiality or is subject to appropriate professional secrecy under the law. The disclosing party must be notified in advance if any information is disclosed to third parties.

10.3. Exceptions
The obligations set forth in this section do not apply to information that can be demonstrated to have been or to become publicly known without a breach of this Agreement, or that was already known to the receiving party prior to disclosure by the disclosing party without any obligation of confidentiality, was lawfully obtained from a third party not subject to any comparable confidentiality obligation, or must be disclosed pursuant to a legal obligation or a court order orcourt order (in which case the disclosing party shall be notified immediately—to the extent permitted—to enable it to take legal protective measures).

10.4. Duration of the Duty of Confidentiality
The duty of confidentiality begins upon first becoming aware of confidential information and continues for the duration of the contract and for an additional 3 years thereafter. Statutory provisions regarding the protection of trade secrets (e.g., under the Trade Secrets Act (GeschGehG)) remain unaffected and may result in a longer period of protection.

10.5. Return and Destruction
At the request of the disclosing party, the receiving party shall, upon termination of the Agreement, return all written or electronic confidential documents and files received from the disclosing party or—at the disclosing party’s option —destroy or delete them, provided that no statutory retention requirements preclude this. This does not apply to confidential information contained in backup copies of electronic communications; such information must be deleted in accordance with standard backup cycles. The Agency may retain working documents (e.g., briefings, concepts, drafts) created on the basis of confidential information as evidence of the services rendered and for archival purposes, while maintaining the continuing confidentiality obligations.

11. Data Protection

11.1. Compliance with Data Protection Laws
The Agency and the Client agree to comply with the applicable data protection regulations, in particular the European General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). The Agency will process the client’s personal data (such as name and contact information of points of contact) solely for the purpose of fulfilling the contract and on the basis of Article 6(1)(b) of the GDPR. Data will only be disclosed to third parties to the extent necessary to fulfill the contract (e.g., to subcontractors or web hosts) or where there is a legal obligation to do so. Further details regarding data processing can be found in the Agency’s Privacy Policy.

11.2. Order Processing
To the extent that the Agency is to process personal data of third parties (e.g., the client’s customer data, newsletter subscriber lists, or tracking data from website users), the parties shall enter into a Data Processing Agreement (DPA) in a timely manner in accordance with Article 28 of the GDPR. This DPA will govern the details of data processing, the Client’s authority to issue instructions, and the Agency’s security measures. The Agency will process third-party personal data only in accordance with the Client’s instructions and within the scope of the contractual agreements.

11.3. Data Security
The agency will take appropriate technical and organizational measures to protect the processed data against loss, unauthorized access, manipulation, or misuse, in accordance with Article 32 of the GDPR. These include, among other things, access restrictions, encryption of sensitive data, regular backups, and access controls. For its part, the client shall ensure that it, too, complies with data protection requirements, in particular that it provides the agency with only such personal data for processing as it is authorized to disclose and use (for example, because the data subjects have given their consent or other legal grounds for processing apply).

11.4. Confidentiality in Data Protection
The agency’s employees and agents who handle personal data are bound by confidentiality and data protection obligations. Likewise, the client agrees to treat as confidential any personal data of the agency or its employees that comes to its attention in the course of the collaboration and to use such data solely for contractual purposes.

11.5. Incident Reports
Both parties shall notify each other immediately in the event of any data protection incidents related to the contract (e.g., loss of data, unauthorized access) so that, if necessary, the required steps can be taken jointly (e.g., reporting to supervisory authorities, notifying the affected individuals).

11.6. Termination of the Contract
Upon completion of the assignment and at the client’s request, the agency will delete or return all personal data it has processed on behalf of the client, provided there are no statutory retention requirements. Backup copies stored in this context will be overwritten or destroyed at regular intervals. Any further obligations arising from a concluded General Terms and Conditions of Business (AVV) remain unaffected.

12. Final Provisions

12.1. Applicable Law
These Terms and Conditions and all contractual relationships between the Agency and the Client shall be governed by the laws of the Republic of Austria and the Federal Republic of Germany, to the exclusion of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). For services provided by the Agency from its Vienna office, as well as for clients based in Austria, Austrian law shall apply to the extent permitted. Mandatory consumer protection provisions do not apply, as they are not applicable to B2B contracts.

12.2. Jurisdiction and Place of Performance
If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the agreed place of jurisdiction for any disputes arising from the business relationship shall be Vienna or Düsseldorf. However, the Agency is also entitled to assert claims in court at the customer’s place of business. The place of performance for all services provided by the Agency and payments made by the customer is the Agency’s place of business, unless another place of performance has been expressly agreed upon.

12.3. Language of the Contract
The language of the contract is German. If these Terms and Conditions are presented or translated into another language, only the German version shall be authoritative for the interpretation of the provisions.

12.4. Severability Clause
If any provision of these General Terms and Conditions or of the contract concluded with the customer is or becomes invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a valid provision that most closely approximates the economic purpose shall be deemed to have been agreed upon. The same applies in the event of a gap in the contract.

12.5. Amendments and Written Form
Any amendments or additions to the contract, including these General Terms and Conditions, must be made in writing (letter, fax, or email; at a minimum, in text form) to be effective, unless a more stringent form is required by law. The written form requirement also applies to any waiver of this form requirement itself. There are no oral side agreements.

12.6. Assignment and Transfer
The client is not authorized to assign or transfer any claims or rights arising from the contractual relationship to third parties without the agency’s prior written consent. The agency shall not unreasonably withhold such consent. Conversely, the Agency is entitled to transfer the contract to an affiliated company with four weeks’ notice; in this case, the Client is entitled to a special right of termination as of the date of the transfer.

12.7. Retention and Evidentiary Value
The agency is entitled to store the contract text and these Terms and Conditions in electronic form. Printouts or copies of these Terms and Conditions, as well as electronic documents (e.g., emails), shall be considered evidence of their content unless proof of alteration is provided.

12.8. Final Clause
These Terms and Conditions shall take effect on July 1, 2025, and shall remain in effect until further notice. Any prior Terms and Conditions of the Agency are hereby superseded, provided that such terms were previously agreed upon.