TERMS OF SERVICE
(Version dated May 1st, 2019)

preamble

These general terms and conditions apply to all contracts concluded with OCNSMedia OG. You can download our general terms and conditions here as a PDF.

These general terms and conditions expressly do not apply to liability under data protection law. You can find our data protection declaration at www.ocns-media.com/datenschutz. For further questions or information on the subject of data protection, please send an email to office@ocns-media.com or a letter to OCNSMedia OG, Hofhaymer Allee 26/1, 5020 Salzburg.

I. Validity

1. OCNSMedia OG provides its services exclusively on the basis of the present General Terms and Conditions (GTC). Unless expressly waived in writing, these apply to all legal relationships between OCNSMedia OG and the customer, even if no express reference is made to them.

2. The version of the General Terms and Conditions valid at the time the contract is concluded is decisive. Deviations from these and other supplementary agreements with the customer are only effective if they are confirmed in writing by OCNSMedia OG.

3. Any terms and conditions of the customer, even if they are known, are not accepted, unless otherwise expressly agreed in writing in individual cases. OCNSMedia OG expressly contradicts the customer’s terms and conditions. There is no need for OCNSMedia OG to object to the customer’s general terms and conditions.

4. Changes to the terms and conditions will be announced to the customer and shall be deemed to have been agreed if the customer does not object to the changed terms and conditions in writing within 14 days; The customer is expressly informed of the importance of silence in the notification.

5. Should individual provisions of these general terms and conditions be ineffective, this does not affect the binding force of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision is to be replaced by an effective one that comes closest to the meaning and purpose.

II. Cost estimate, offer

1. Offers and cost estimates from OCNSMedia OG are non-binding unless they have been expressly agreed in writing to be binding.

2. OCNSMedia OG maintains binding offers for a period of 14 days. If the order is placed after this time has elapsed, OCNSMedia OG is not bound by the offer. After the binding effect of the offer has expired, the customer is not entitled to a service provision in accordance with the offer. OCNSMedia OG has the right to check the offer and, if necessary, to correct it or to withdraw it without the contractor having any claims.

3. As soon as it can be foreseen that the actual costs will exceed the costs estimated by OCNSMedia OG in writing and bindingly by more than 15%, OCNSMedia OG will inform the customer of the higher costs. The cost overrun is deemed to have been approved by the customer if the customer does not object in writing within three working days of this notification and at the same time provides more cost-effective alternatives.

4. A cost overrun of up to 15% does not require a separate notification. This cost estimate overrun is considered approved by the customer from the outset.

III. Conclusion of contract

1. The service contract is concluded when the customer accepts a binding offer from OCNSMedia OG.

2. If a non-binding offer or a non-binding cost estimate is accepted by the customer or if the acceptance takes place after the binding period of an offer or cost estimate has expired, the contract will only come into effect after OCNSMedia OG confirms the declaration of acceptance in writing.

3. Offers or cost estimates corrected or changed by OCNSMedia OG require a declaration of acceptance by the customer in order to establish a contractual relationship.

IV. Concept and idea protection

If the potential customer has invited OCNSMedia OG in advance to create a concept and OCNSMedia OG complies with this invitation before the main contract is concluded, the following rule applies:

1. By accepting the invitation by OCNSMedia OG, the potential customer and OCNSMedia OG enter into a contractual relationship (“pitching contract”). This contract is based on the present terms and conditions.

2. The potential customer acknowledges that OCNSMedia OG is already providing cost-intensive preliminary work with the concept development, although the customer has not yet assumed any performance obligations.

3. The concept, in its linguistic and graphic parts, is subject to the protection of copyright law as far as it reaches this level. The potential customer is not permitted to use and edit these parts without the consent of OCNSMedia OG due to copyright law and is expressly prohibited by OCNSMedia OG.

4. The concept also contains advertising-relevant ideas that do not reach the height of the work and therefore do not enjoy the protection of the copyright law. These ideas are at the beginning of every creative process and can be defined as the starting point for everything that comes up later and thus as the origin of marketing strategy. Therefore, those elements of the concept are protected that are individual, original or peculiar and give the marketing strategy its characteristic character. In particular, advertising keywords, advertising texts, graphics and illustrations, advertising material, etc. are regarded as ideas within the meaning of this agreement, even if they are not as high as possible.

5. The potential customer undertakes to refrain from economically exploiting these creative advertising ideas presented by OCNSMedia OG as part of the concept outside of the corrective of a main contract to be concluded later, or having them exploited or used or allowed to be used.

6. If the potential customer is of the opinion that OCNSMedia OG has presented ideas that were already known to him before the presentation, he must inform OCNSMedia OG of this by e-mail within 14 days of the day of the presentation of evidence that allows a temporal allocation to be disclosed.

7. In the opposite case, the contracting parties assume that OCNSMedia OG has presented the potential customer with an idea that is new to him. If the idea is used by the customer, the use is based on a meritorious activity of OCNSMedia OG, which justifies a fee claim against the customer.

V. Ownership and Copyright

1. All services of OCNSMedia OG, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, blueprints, scribbles, final drawings, concepts, negatives, slides), including individual parts thereof, remain the property of the individual workpieces and original designs OCNSMedia OG and can be reclaimed from OCNSMedia OG at any time – especially when the contractual relationship is terminated.

2. The contractually owed service is provided to the customer by means of transfer in a transfer format, but not in native form.

3. By paying the fee, the customer acquires the right of use for the agreed purpose. The acquisition of usage and exploitation rights to OCNSMedia OG’s services always requires full payment of the fees charged by OCNSMedia OG. If the customer uses the services of OCNSMedia OG before this point in time, this use is based on a paid loan relationship that can be revoked at any time.

4. Patentable inventions made by OCNSMedia OG during the order processing are due to OCNSMedia OG. However, OCNSMedia OG undertakes to offer the customer the patent rights for purchase or use. OCNSMedia OG is to be named as the inventor in any case.

5. Changes or processing of services of OCNSMedia OG, in particular their further development by the customer or by third parties working for them, are only permitted with the express consent of OCNSMedia OG and – insofar as the services of another author are affected and protected by copyright – the author permissible.

6. For the use of services of OCNSMedia OG that go beyond the originally agreed purpose and scope of use – regardless of whether this service is protected by copyright – the consent of OCNSMedia OG is required. OCNSMedia OG and, if applicable, the author, are entitled to separate appropriate remuneration for this.

7. The customer is liable to OCNSMedia OG for any unlawful use in double the amount of the fee appropriate for this use.

VI. Labelling

1. OCNSMedia OG is entitled to refer to OCNSMedia OG and, if necessary, to the author on all advertising material and in all advertising measures, without the customer being entitled to any remuneration.

2. OCNSMedia OG is permitted free of charge to use the products developed and designed by OCNSMedia OG for the customer as well as the logo / brand and name / company of the customer with reference to the existing or terminated business relationship for their own without any time and space restrictions Use advertising and marketing purposes. OCNSMedia OG undertakes to use the products for their own purposes only after they have been published by the customer. The customer has an editorial veto right.

VII. Terms of payment, invoicing

1. All invoices submitted by OCNSMedia OG are due immediately and without any deduction upon receipt of the invoice.

2. Billing takes place at the end of each project section. All works delivered to the customer remain the property of OCNSMedia OG until full payment has been made. In the case of an initial assignment, 30% of the project sum is due for payment in advance.

3. OCNSMedia OG reserves the right to postpone the execution of orders until outstanding invoices have been paid.

4. OCNSMedia OG is entitled to prohibit the use of services that have not yet been fully paid for with immediate effect.

5. If payment in installments has been agreed, OCNSMedia OG reserves the right to demand immediate payment of the entire outstanding debt in the event that payment is not made on time, even for a partial amount or for an ancillary claim (loss of deadline).

6. The customer is not entitled to offset his own claims against claims of OCNSMedia OG.

7. Werden mehrere Lösungsvorschläge oder alternative Entwürfe vorgelegt, so ist jeweils nur ein vom Kunden ausgewählter Entwurf durch das Entgelt abgegolten. If several alternative designs are used, a separate fee must be paid for each variant. The customer is obliged to maintain confidentiality with regard to drafts that have not been adopted and the customer is prohibited from exploiting proposed solutions himself or from third parties.

8. All services of OCNSMedia OG as well as the transfer of rights of use under copyright and trademark law that are not expressly covered by the agreed fee are to be remunerated separately.

9. Unless otherwise agreed in individual cases, OCNSMedia OG is entitled to a fee at the market rate for the services provided and the transfer of the rights of use under copyright and trademark law.

10. After submitting the receipts by OCNSMedia OG, the customer bears the actually incurred travel costs for employees of OCNSMedia OG for trips in Germany and abroad. For trips on behalf of the customer that go longer than 3 hours in one direction, flights in business class and rail travel in first class are booked and billed.

11. Orders placed by OCNSMedia OG on behalf of the customer to third parties will be invoiced with a surcharge of 15% of the net order value.

 

VIII. Social Media Platforms

1. Before placing the order, OCNSMedia OG expressly advises the customer that the operators of “social media platforms” (e.g. Facebook, Twitter, Instagram in the following for short: platform operators) reserve the right to advertise and appear in their terms of use refuse or remove any reason. The platform operators are therefore not obliged to forward content and information to users. There is therefore the risk, which OCNSMedia OG cannot calculate, that advertisements and appearances will be removed for no reason.

2. By placing the order, the customer acknowledges that these terms of use of the platform operator (co-) determine the rights and obligations of any contractual relationship between OCNSMedia OG and the customer. Due to the currently valid terms of use and the simple possibility for every user to claim legal violations and thus to have the content removed, OCNSMedia OG cannot guarantee that the commissioned campaign can be accessed at any time.

3. OCNSMedia OG will endeavor to restore the original, lawful state to the best of its ability, but this may take some time and a restoration of the original, lawful state may be possible from outside the sphere of OCNSMedia OG will be impossible due to reasons.

4. OCNSMedia OG assumes no liability for any claims for damages resulting from the temporary or permanent removal of content as well as related legal claims of the customer. Whatever kind of claims are to be asserted directly against the respective platform operator.

 

IX. Liability, warranty, default

liability

1. OCNSMedia OG undertakes to carry out the contractually assigned work with the care of a prudent entrepreneur in advertising and market communication.

2. It is the responsibility of the customer to check advertising, branding, administrative copyright and competition law harmlessness, OCNSMedia OG only undertakes a rough check. OCNSMedia OG is not liable for any properties assigned by the customer to the product or service or for content or statements specified or expressly approved by the customer.

3. OCNSMedia OG is in no way liable for the novelty of the design, for the risk of technical manufacturability, technical construction, use or economic usability.

4. In cases of slight negligence, OCNSMedia OG and its employees, contractors or other vicarious agents (“people”) are not liable for damage to property or financial losses to the customer, regardless of whether it is direct or indirect damage, lost profit or consequential damage Damage due to delay, impossibility, positive breach of contract, negligence when concluding the contract, due to defective or incomplete performance. The customer has to prove the existence of gross negligence. As far as the liability of OCNSMedia OG is excluded or limited, this also applies to the personal liability of its “people”.

5. The application of § 934 ABGB (shortening by half) is excluded at the expense of the customer.

6. Claims for damages by the customer expire six months after knowledge of the damage; in any case after three years from the act of infringement by OCNSMedia OG. Claims for damages are limited in amount to the net order value.

7. The customer’s right to avoid errors is excluded, except in the event of gross negligence.

8. The basis for claims under data protection law is expressly not covered by the above liability regulations.

Guarantee

1. The warranty period is six months from delivery / service. The right to recourse against OCNSMedia OG in accordance with Section 933b (1) ABGB expires one year after delivery / service.

2. The customer is not entitled to withhold payments due to complaints.

3. The presumption regulation of § 924 ABGB is excluded to the detriment of the customer.

Default

1. If OCNSMedia OG is in default, the customer is only entitled to a written right of withdrawal if he has given OCNSMedia OG in advance a reasonable grace period of at least 14 days and this has expired without result. Claims for damages by the customer due to non-performance or default are excluded, except in the case of evidence of intent or gross negligence.

2. In the event of default in payment, the default interest rate is 9.2% above the base interest rate. OCNSMedia OG reserves the right to assert higher (default) damage against the customer. For each reminder after the occurrence of default, OCNSMedia OG is entitled to demand a reminder fee of at least € 40.00 or the costs actually incurred. The assertion of additional rights and claims remains unaffected.

3. In the event that the customer is in default of payment, OCNSMedia OG can invoice all services and partial services rendered immediately due, also within the framework of other contracts concluded with the customer.

 

X. Obligations of the customer

1. The customer undertakes to inform OCNSMedia OG in a timely manner about all company, market and product data, marketing goals and all measures that are relevant for the customer within the framework of the projects and to provide OCNSMedia OG with the necessary documents, documents, materials etc. make available in a suitable manner or suitable formats.

2. The customer will immediately inform OCNSMedia OG of all circumstances that are important for the execution of the order, even if they only become known during the execution of the order. The customer bears the expense that arises from the fact that work has to be repeated, adapted or delayed as a result of his incorrect, delayed, incomplete or subsequently changed information.

3. The customer must immediately check all services of OCNSMedia OG (in particular all preliminary drafts, sketches, final drawings, brush prints, blueprints, copies, color prints and electronic files) and approve them within three working days of receipt. After this period has elapsed without feedback from the customer, services are deemed to have been approved by the customer.

4. The customer is obliged to check the documents made available for the execution of the order (photos, logos, etc.) for any copyrights, trademarks, trademarks or other rights of third parties (rights clearing) and guarantees that the documents are free of Rights of third parties and can therefore be used for the intended purpose. OCNSMedia OG is liable in the event of simple negligence or after fulfilling its warning obligation – at least in the internal relationship with the customer – not due to a violation of such third party rights through the documents provided. If OCNSMedia OG is claimed by a third party due to such a violation of the law, the customer holds OCNSMedia OG harmless and has to compensate for all disadvantages that OCNSMedia OG incurs as a result of third-party claims, in particular the costs of an appropriate legal one Stand-in. The customer undertakes to support OCNSMedia OG in defending against any claims by third parties. For this purpose, the customer provides OCNSMedia OG with all documents immediately and without being requested to do so.

5. In the event of unilateral demolition or unilateral change of work already commissioned, the customer must reimburse OCNSMedia OG for the services rendered up to that point in accordance with the fee agreement and reimburse all costs incurred. If the termination is not justified by a grossly negligent or willful breach of duty on the part of OCNSMedia OG, the customer must also reimburse OCNSMedia OG the entire fee agreed for this order, whereby the crediting remuneration of § 1168 AGBG is excluded. Furthermore, OCNSMedia OG is to be indemnified and held harmless with regard to any claims by third parties, in particular from contractors of OCNSMedia OG. By paying the fee, the customer does not acquire any rights of use for work that has already been performed. Concepts, drafts and other documents that have not been implemented must be returned to OCNSMedia OG immediately and in full.

6. OCNSMedia OG is entitled to a free specimen copy from the customer. If the material costs for this exceed the amount of € 5,000.00, the customer undertakes to provide OCNSMedia OG with a copy at the factory price minus € 5,000.00 upon request.

7. The customer is obliged to obtain the written consent of OCNSMedia OG before assigning or transferring contractual claims or other rights, whether against payment or free of charge. OCNSMedia OG is not obliged to give its consent to the assignment or transfer of contractual claims or other rights.

 

XI. Duty to safeguard interests, non-compete and non-solicitation

1. Unless otherwise agreed, OCNSMedia OG is not subject to any kind of restriction in the processing of the same or similar projects from different customers.

2. The customer undertakes not to ask agencies that are in competition with OCNSMedia to make presentations, to accept such presentations or to commission competitors without prior consultation with OCNSMedia OG.

3. The customer and all companies affiliated with the customer refrain from commissioning or employing employees of OCNSMedia OG directly. This applies for the duration of the business relationship and also for a period of three years from the end of the business relationship. The date of the last invoice determines the start of the three-year period.

 

XII. confidentiality

1. The customer and OCNSMedia OG mutually undertake to keep all confidential information confidential.

2. Confidential information is all documents, data, trade and business secrets and technical knowledge, which are / will be made mutually accessible or become / become accessible in the course of the fulfillment of the order. This does not apply to documents, data and technical knowledge that were already publicly known at the time they were made accessible.

3. The customer and OCNSMedia OG undertake to impose a similar duty of confidentiality on those involved in the execution of the contract, in particular employees, apprentices, interns, temporary workers and subcontractors who necessarily gain knowledge of confidential information in the course of fulfilling the contract, and to take all appropriate measures Ensure the secrecy of confidential information. If information is passed on in this context, it will be passed on as confidential information and may not be used for purposes other than the performance of the contract.

4. Any use of information, facts and data that are subject to confidentiality for purposes other than the fulfillment of the contract is expressly prohibited by both the customer and OCNSMedia OG and all persons involved in the execution of the contract who can be assigned to one of the contracting parties.

5. The customer and OCNSMedia OG must take all appropriate precautions for the protection and secure storage of all information, facts and data, as well as with regard to the trade or business secrets that have become known in connection with the fulfillment and processing of this agreement.

XIII. Dates and deadlines

1. Unless expressly agreed as binding, delivery or service deadlines are only indicative and remain non-binding. Binding appointments are to be recorded in writing or confirmed in writing by OCNSMedia OG.

2. If the delivery / service of OCNSMedia OG is delayed for reasons for which it is not responsible, such as events based on force majeure and other unpredictable events that cannot be prevented with reasonable means or for reasons within the customer’s sphere, the suspension Performance obligations for the duration and to the extent of the obstacle and the deadlines associated with the provision of the service are extended accordingly (progress inhibition).

 

XIV. Early termination of the contract

Ordinary termination

1. The contractual relationship can be terminated in writing by both the customer and OCNSMedia OG with a one-month notice period at the end of each calendar month.

Extraordinary termination
If there is an important reason, the customer and / or OCNSMedia OG are entitled to dissolve this contract without observing a deadline.
Important reasons that entitle OCNSMedia OG to terminate the contract:

1. the continued breach by the customer of essential obligations (e.g. payment of an amount due or obligations to cooperate) despite a written warning with a grace period of 14 days

2. the existence of concerns regarding the customer’s creditworthiness and if the customer does not provide the security deposit requested in writing by OCNSMedia OG within 14 days (eg bank guarantee, trust deposit);

3. if the customer does not make the requested advance payments despite a 14-day grace period being set in writing;

4. the breach or the breach of the customer’s obligation within the meaning of point X. or IX .;

5. if the customer uses the rights granted to him contrary to the agreement, during the ongoing contractual relationship or after its termination, or for purposes that obviously contradict the objectives of the contract;

6. Impossibility of performing the service for reasons for which the customer is responsible, or the delay or prevention of the performance of the service by the customer despite setting a grace period of 14 days;
Consequences of the termination of the contract
In the case of ordinary or extraordinary termination of the contract, the customer must pay all costs incurred up to the end of the contractual relationship.

XV. Applicable law, place of jurisdiction

1. Austrian law applies to the exclusion of IPRG and the UN sales law.

2. The place of jurisdiction for all claims and any disputes arising from and on the basis of agreements or contracts with OCNSMedia OG as well as in connection with the provision of services is the competent court of the state capital of Salzburg. However, OCNSMedia OG is free to make claims against the customer at his place of jurisdiction.

TERMS OF SERVICE
(Version dated May 1st, 2019)

preamble

These general terms and conditions apply to all contracts concluded with klein-ideas eU. You can download our general terms and conditions here as a PDF.

These general terms and conditions expressly do not apply to liability under data protection law. You can find the data protection declaration at www.ocns-media.com/datenschutz. For further questions or information on the subject of data protection, please send an email to contact@klein-ideas.com or a letter to klein-ideas eU, Sonnenhang 57, 5310 Tiefgraben.

I. Validity

1. klein-ideas eU provides services exclusively on the basis of the present General Terms and Conditions (GTC). Unless expressly waived in writing, these apply to all legal relationships between klein-ideas eU and the customer, even if they are not expressly referred to.

2. The version of the General Terms and Conditions valid at the time the contract is concluded is decisive. Deviations from these and other supplementary agreements with the customer are only effective if they are confirmed in writing by klein-ideas eU.

3. Any terms and conditions of the customer, even if they are known, are not accepted, unless otherwise expressly agreed in writing in individual cases. Klein-ideas eU expressly contradicts the customer’s terms and conditions. A further objection to the customer’s terms and conditions by klein-ideas eU is not required.

4. Changes to the terms and conditions will be announced to the customer and shall be deemed to have been agreed if the customer does not object to the changed terms and conditions in writing within 14 days; The customer is expressly informed of the importance of silence in the notification.

II. Cost estimate, offer

1. Offers and cost estimates from klein-ideas eU are non-binding unless their binding nature has been expressly agreed in writing.

2. Binding offers are maintained by klein-ideas eU for a period of 14 days. If the commissioning takes place after this time, there is no binding of klein-ideas eU to the offer. After the binding effect of the offer has expired, the customer is not entitled to a service provision in accordance with the offer. klein-ideas eU has the right to check the offer and, if necessary, to correct it or to withdraw it without the contractor being entitled to any claims.

3. As soon as it can be foreseen that the actual costs will exceed the costs estimated by klein-ideas eU in writing and bindingly by more than 15%, klein-ideas eU will inform the customer of the higher costs. If the customer is an entrepreneur, the cost overrun is deemed to have been approved by the customer if the customer does not object in writing within three working days of this notification and at the same time announces cheaper alternatives.

4. A cost overrun of up to 15% does not require a separate notification. This cost estimate overrun is considered approved by the customer from the outset.

III. Conclusion of contract

1. The service contract comes about when the customer accepts a binding offer from klein-ideas eU.

2. If a non-binding offer or a non-binding cost estimate is accepted by the customer or if the acceptance takes place after the binding period of an offer or cost estimate has expired, the contract is only concluded when the declaration of acceptance is confirmed in writing by klein-ideas eU.

3. Offers or cost estimates corrected or changed by klein-ideas eU require a declaration of acceptance by the customer in order to establish a contractual relationship.

IV. Concept and idea protection

If the potential customer invited klein-ideas eU in advance to create a concept, and if klein-ideas eU accepts this invitation before the main contract is concluded, the following rule applies:

1. By accepting the invitation by klein-ideas eU, the potential customer and klein-ideas eU enter into a contractual relationship (“pitching contract”). This contract is based on the present terms and conditions.

2. The potential customer acknowledges that klein-ideas eU already provides cost-intensive preliminary work with the concept development, although the customer has not yet assumed any performance obligations.

3. The concept, in its linguistic and graphic parts, is subject to the protection of copyright law as far as it reaches this level. The potential customer is not permitted to use and edit these parts without the consent of klein-ideas eU due to copyright law and is expressly prohibited by klein-ideas eU.

4. The concept also contains ideas that do not reach the height of the work and therefore do not enjoy the protection of copyright law. These ideas are at the beginning of every creative process and can be defined as the starting point for everything that comes up later and thus as the origin of event concepts and marketing strategies. Therefore, those elements of the concept are protected that are individual, original or. Peculiar and give the event a characteristic character. Event concepts, program sequences and points, decorations, presentations, advertising slogans, advertising texts, graphics and illustrations, advertising material, etc. are considered as ideas in the sense of this agreement, even if they are not as high as possible.

5. The potential customer undertakes to refrain from using these creative ideas presented by klein-ideas eU within the framework of the concept outside of the corrective of a main contract to be concluded later on economically or using them or using them .

6. If the potential customer is of the opinion that he was presented with ideas by klein-ideas eU that were already known to him before the presentation, he has to e-mail this to klein-ideas eU within 14 days of the day of the presentation citing evidence that allows a time allocation to be announced.

7. In the opposite case, the contracting parties assume that klein-ideas eU has presented the potential customer with an idea that is new to him. If the idea is used by the customer, the use is based on a meritorious activity of klein-ideas eU, which justifies a fee claim against the customer.

V. Ownership and Copyright

1. All services of klein-ideas eU, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, blueprints, scribbles, final drawings, concepts, negatives, slides), including individual parts, remain in the as well as individual workpieces and original designs Property of klein-ideas eU and can be reclaimed by klein-ideas eU at any time – especially when the contractual relationship is terminated.

2. The contractually owed service is provided to the customer by means of transfer in a transfer format, but not in native form.

3. By paying the fee, the customer acquires the right of use for the agreed purpose. The acquisition of usage and exploitation rights from klein-ideas eU requires full payment of the fees charged by klein-ideas eU. If the customer already uses the services of klein-ideas eU before this point in time, this use is based on a paid loan relationship that can be revoked at any time.

4. Patentable inventions made by klein-ideas eU during the processing of the order are entitled to klein-ideas eU. klein-ideas eU undertakes, however, to offer the customer the patent rights for purchase or use. klein-ideas eU is to be named as an inventor in any case.

5. Changes or processing of services by klein-ideas eU, such as their further development by the customer or by third parties working for them, are only permitted with the express consent of klein-ideas eU and – insofar as the services of another author are affected and subject to copyright are protected – the author is permitted.

6. For the use of services from klein-ideas eU that go beyond the originally agreed purpose and scope of use – regardless of whether this service is protected by copyright – the consent of klein-ideas eU is required. For this, klein-ideas eU and, if applicable, the author, are entitled to separate appropriate remuneration.

7. The customer is liable to klein-ideas eU for each illegal use in double the amount of the appropriate fee for this use.

VI. Labelling

1. klein-ideas eU is entitled to refer to klein-ideas eU and, if necessary, to the author on all advertising material and in all advertising measures, without the customer being entitled to any remuneration.

2. klein-ideas eU is permitted free of charge to temporally change the events or events developed and designed by klein-ideas eU for the customer as well as the logo / brand and name / company of the customer with reference to the existing or terminated business relationship and to use it spatially unrestricted for your own advertising and marketing purposes. klein-ideas eU undertakes to use products for their own purposes only after they have been published by the customer. The customer has an editorial veto right.

VII. External services

1. klein-ideas eU is entitled at its own discretion to carry out services itself, to use third parties for the provision of commissioned services and / or to substitute such services (“external service”), always taking into account the professional suitability and relevant qualifications of the commissioned third party to pay attention to.

2. The commissioning of third parties in the context of an external service takes place either in the customer’s own name or on behalf of the customer.

3. If the customer or the external service provider is unable to perform the service incumbent upon him in a brokerage transaction, klein-ideas eU is released from all claims and claims settlement takes place directly between the customer and the external service provider. This also applies to claims arising from breaches of contract, claims for damages and other liabilities.

4. The customer has to enter into obligations towards third parties that go beyond the contract period with klein-ideas eU. This also applies expressly in the event that the contract with klein-ideas eU is terminated for good cause.

5. Insofar as klein-ideas eU engages external service providers, the customer is prohibited from using the contacts established by klein-ideas eU for the conclusion of direct transactions. In the event of a breach of this obligation, klein-ideas eU must be treated as if the unauthorized direct business had been carried out via klein-ideas eU.

VIII. Terms of payment, offsetting, invoicing

1. All invoices submitted by klein-ideas eU are due immediately and without any deduction upon receipt of the invoice.

2. One third of the fee as well as the third-party costs listed in the offer are to be paid immediately after conclusion of the contract without deduction. klein-ideas eU reserves the right to demand a higher payment on account for third-party costs in individual cases.

The remainder of the outstanding fee is to be paid immediately after the order has been carried out or upon termination of the contractual relationship. The exact billing of the external costs takes place after the order has been carried out against receipt. If flat-rate prices are agreed for the implementation of the event or for individual trades, the billing will be made without receipt of any external costs. Billing takes place at the end of an event.

3. Orders placed by klein-ideas eU on behalf of the customer to third parties will be invoiced with a surcharge of 15% of the net order value.

4. In connection with the event, public charges, fees, taxes and other costs such as AKM fees, costs for liability and other insurance, energy, water and waste disposal costs are to be borne directly by the customer or if agreed to reimburse klein-ideas eU against proof.

5. All goods, products and works delivered to the customer remain the property of klein-ideas eU until full payment has been made.

6. klein-ideas eU reserves the right to postpone the execution of orders until outstanding invoices have been paid.

7. klein-ideas eU is entitled to prohibit the use of services, products or works that have not yet been fully paid for with immediate effect.

8. If payment has been agreed in installments, klein-ideas eU reserves the right to demand immediate payment of the entire outstanding debt in the event that payment is not made on time, even for a partial amount or an additional claim (loss of deadline).

9. The right to offset is excluded for consumers, unless

9.1. klein-ideas eU becomes insolvent,

9.2. it is a counterclaim by the consumer that is legally related to his liability,

9.3. There is a final court judgment on the counterclaim of the consumer or

9.4. klein-ideas eU has expressly acknowledged the counterclaim in writing.

9.5. If there is no consumer transaction, the customer’s right to offset is generally excluded.

9.6. klein-ideas eU is entitled to offset the deposit paid by the customer against open claims of the customer, regardless of the title.

10. If the customer is an entrepreneur, the customer’s right of retention is excluded.

11. If several proposed solutions or alternative drafts are submitted, only one draft selected by the customer is covered by the fee. If several alternative designs are used, a separate fee must be paid for each variant. The customer is obliged to maintain confidentiality with regard to drafts that have not been adopted and the customer is prohibited from exploiting proposed solutions himself or from third parties.

12. All services by klein-ideas eU as well as the transfer of copyright and trademark rights that are not expressly covered by the agreed fee are to be remunerated separately.

13. In the absence of any other agreement in individual cases, klein-ideas eU is entitled to a fee in the amount customary in the market for the services provided and the transfer of the rights of use under copyright and trademark law.

14. Upon presentation of the receipts by klein-ideas eU, the customer bears the actual travel costs incurred for employees of klein-ideas eU for trips at home and abroad. For trips on behalf of the customer that go longer than 3 hours in one direction, flights in business class and rail travel in first class are booked and billed.

IX. Social media platforms

1. klein-ideas eU expressly points out to the customer before placing the order that the operators of “social media platforms” (e.g. Facebook, Twitter, Instagram in the following for short: platform operators) reserve the right to advertise and appear in their terms of use refuse or remove for any reason. The platform operators are therefore not obliged to forward content and information to users. There is therefore the risk, which cannot be calculated by klein-ideas eU, that advertisements and appearances will be removed for no reason.

2. By placing the order, the customer acknowledges that these terms of use of the platform operator (co-) determine the rights and obligations of any contractual relationship between klein-ideas eU and the customer. Due to the currently valid terms of use and the simple possibility of every user to claim legal violations and thus to have the content removed, klein-ideas eU cannot guarantee that the commissioned campaign can be accessed at any time.

3. klein-ideas eU will endeavor to restore the original, lawful state to the best of its ability in the event of a corresponding customer order, but this may take some time and the restoration of the original, lawful state may not be possible in the sphere of small-ideas eU for reasons lying impossible. Therefore, klein-ideas eU owes an effort to restore to the best of its ability, but not a success in the sense of the customer’s request.

4. klein-ideas eU assumes no liability for any claims for damages resulting from the temporary or permanent removal of content as well as related legal claims of the customer. Whatever kind of claims are to be asserted directly against the respective platform operator.

X. Liability, warranty, default

liability

1. klein-ideas eU undertakes to carry out the contractually commissioned work with the care of a proper entrepreneur in the event management industry.

2. If klein-ideas eU commissions third-party services as an intermediary, klein-ideas eU is not liable for the services and work results of the commissioned third-party service provider, nor for service disruptions or damage for which the third-party service provider is responsible, as well as other claims in connection with the provision of the third-party service. Since klein-ideas eU only acts as an intermediary in these cases, the respective external service providers are not vicarious agents attributable to klein-ideas eU.

3. klein-ideas eU assumes no liability for a certain quality or damage from or in connection with products, equipment, machines, premises, equipment, food, etc. made available by the customer or by third parties in the context of the implementation of events or events. The customer undertakes to hold klein-ideas eU completely harmless and harmless with regard to all claims and possible damage.

4. The customer bears the entire risk of his event – including weather-related restrictions or impossibility of implementation – including the preparation, construction, implementation of the event and dismantling. He is liable for all damage as well as for all consequential damage caused by him or by persons commissioned and / or employed by him, visitors, guests or other third parties who have been given access to the event or event, whatever their disadvantage. The customer is liable within the framework of the legal regulations for all damage to the building, the inventory and the furnishings of the event location as well as to all rented goods, products and objects. The customer undertakes to hold klein-ideas eU completely harmless and harmless with regard to all claims and possible damage. The replacement value is to be used as a basis for claims for compensation by klein-ideas eU.

5. It is the responsibility of the customer to check advertising, branding, administrative copyright and competition law harmlessness, klein-ideas eU only undertakes a rough check. The liability of klein-ideas eU is completely void for the product or service attributed by the customer as well as for the content or statements specified or expressly approved by the customer.

6. klein-ideas eU is in no way liable for the novelty of the design, for the risk of technical manufacturability, technical construction, use or economic usability.

7. If the customer is an entrepreneur, in cases of slight negligence, klein-ideas eU and that of the employees, contractors or other vicarious agents (“people”) are not liable for damage to property or assets to the customer, regardless of whether it is direct or indirect Damage, lost profit or consequential damage due to defects, damage due to delay, impossibility, positive breach of contract, negligence when concluding the contract, due to defective or incomplete performance The customer has to prove the existence of gross negligence. As far as the liability of klein-ideas eU is excluded or limited, this also applies to the personal liability of the “people”.

8. If the customer is an entrepreneur, the application of § 934 ABGB (shortening by half) is excluded to the detriment of the customer.

9. If the customer is an entrepreneur, claims for damages by the customer expire six months after knowledge of the damage; in any case, however, after three years from the act of infringement by klein-ideas eU, claims for damages are limited to the net order value.

10. If the customer is an entrepreneur, the customer’s right to avoid errors is excluded, except in the case of gross negligence.

11. The basis for claims under data protection law is expressly not covered by the above liability regulations.

Guarantee

1. klein-ideas eU is liable to consumers for the provision of services in accordance with the statutory provisions of Austrian warranty law.

2. If the customer is an entrepreneur, the warranty period is six months from delivery / service. The right to recourse against klein-ideas eU according to § 933b Paragraph 1 ABGB expires one year after delivery / service.

3. If the customer is an entrepreneur, he is not entitled to withhold payments due to defects under warranty law. The presumption rule of § 924 ABGB is excluded.

Default

1. If klein-ideas eU is in default, the customer has the right to do so – except in the case of firm deals, if klein-ideas eU refuses to perform or if it is obvious that klein-ideas eU is unable to provide the service within a reasonable period of time – a right of withdrawal if he
klein-ideas eU has set a reasonable grace period of at least 14 days in advance, together with the declaration of withdrawal, and this has elapsed without result.

2. In the event of default of payment, klein-ideas eU is entitled to charge consumers default interest of 4%. klein-ideas eU reserves the right to assert higher damages against the consumer. For each reminder after the occurrence of default, klein-ideas eU is entitled to demand a reminder fee from the consumer in the amount of the costs actually incurred.

3. In business dealings with entrepreneurs, the default interest rate is 9.2% above the base rate. klein-ideas eU reserves the right to assert higher damages against the entrepreneur. For each reminder after the occurrence of default, klein-ideas eU is entitled to demand a reminder fee of at least € 40.00 or the costs actually incurred from the entrepreneur.

4. In the event that the customer is in default of payment, klein-ideas eU can invoice all services and partial services rendered within the framework of other contracts concluded with the customer with an immediate due date.

XI. Regulatory approvals

1. The customer has to obtain all official permits and approvals required for the implementation of the event or to submit reports and notifications and to provide any necessary consent from third parties. In particular, the customer is obliged to register the event with the responsible event authority and obtain appropriate approval.

2. Insofar as this is included in the valid written order, klein-ideas eU will support the customer in obtaining official approvals, permits and the reimbursement of reports and notifications. The sole liability for the correctness, completeness and legally compliant execution of all reports, notifications, applications and entries as well as communication with offices, authorities, public bodies or third parties lies exclusively with the customer. In connection with the support services, klein-ideas eU owes an endeavor to the best of its ability, but not the execution by the decision-making body in the sense of the customer’s request.

3. All taxes, duties or fees incurred in connection with the event, such as federal fees, state taxes, commission fees, must be borne directly by the customer.

XII. Obligations of the customer

1. Der Kunde verpflichtet sich klein-ideas e.U. über sämtliche Event- bzw. Veranstaltungs-, Unternehmens-, Markt- und Produktdaten, über Marketingziele sowie alle im Rahmen der Projekte vorgesehenen, für den Kunden relevanten Maßnahmen zeitgerecht zu informieren und klein-ideas e.U. die erforderlichen Unterlagen, Dokumente, Materialien etc. in geeigneter Weise bzw. geeigneten Formaten zur Verfügung stellen.

2. The customer will inform klein-ideas eU immediately of all circumstances that are of importance for the execution of the order, even if they only become known during the execution of the order. The customer bears the expense that arises from the fact that work has to be repeated, adapted or delayed as a result of his incorrect, delayed, incomplete or subsequently changed information.

3. The customer has to check all services of klein-ideas eU (in particular all preliminary drafts, sketches, final artwork, brush prints, blueprints, copies, color prints and electronic files) and to approve them within three working days of receipt.
If the customer is an entrepreneur, services are deemed to have been approved by the customer if this period has elapsed without feedback from the customer.

4. The customer is obliged to check the documents made available for the execution of the order (photos, logos, etc.) for any copyrights, trademarks, trademarks or other rights of third parties (rights clearing) and guarantees that the documents are free of Rights of third parties and can therefore be used for the intended purpose.

If the customer is an entrepreneur, klein-ideas eU is liable in the event of simple negligence or, in the case of both consumers and entrepreneurs, after fulfilling the warning obligation – at least in the internal relationship with the customer – not because of a violation of such third party rights through the documents provided. If a third party claims against klein-ideas eU because of such an infringement, the customer indemnifies and indemnifies klein-ideas eU and has to compensate for all disadvantages that klein-ideas eU incurs as a result of third-party claims, in particular the costs adequate legal representation. The customer undertakes to support klein-ideas eU in defending against any claims by third parties. For this purpose, the customer provides klein-ideas eU with all documents immediately and without being requested to do so.

5. In the event of unilateral cancellation or unilateral change to work already commissioned, the customer has to reimburse klein-ideas eU for the services rendered up to then in accordance with the fee agreement and reimburse all costs incurred. By paying the fee, the customer does not acquire any rights of use for work that has already been performed. Not implemented concepts, drafts and other documents are to be returned to klein-ideas eU immediately and in full.
If the customer is an entrepreneur and the termination is not due to a grossly negligent or intentional breach of duty by klein-ideas eU, the customer must also reimburse klein-ideas eU for the entire fee agreed for this order, whereby the crediting fee of
§ 1168 AGBG is excluded. Furthermore, klein-ideas eU is to be held harmless and harmless with regard to any claims by third parties, in particular from contractors of klein-ideas eU.

6. The customer is obliged to obtain the written consent of klein-ideas eU before assigning or transferring contractual claims or other rights, whether against payment or free of charge. klein-ideas eU is not obliged to give its consent to the assignment or transfer of contractual claims or other rights.

XIII. Duty to safeguard interests, non-compete and non-solicitation

1. Unless otherwise agreed, klein-ideas eU is not subject to any kind of restriction in the processing of the same or similar projects from different customers.

2. The customer undertakes not to ask agencies that are in competition with klein-ideas eU to make presentations, to accept such presentations or to commission competitors without prior consultation with klein-ideas eU.

3. The customer and all companies affiliated with the customer refrain from commissioning or employing employees of klein-ideas eU directly. This applies for the duration of the business relationship and also for a period of three years from the end of the business relationship. The date of the last invoice determines the start of the three-year period.

XIV. Confidentiality

1. The customer and klein-ideas eU mutually undertake to keep all confidential information confidential.

2. Confidential information is all documents, data, trade and business secrets and technical knowledge, which are / will be made mutually accessible or become / become accessible in the course of the fulfillment of the order. This does not apply to documents, data and technical knowledge that were already publicly known at the time they were made accessible.

3. The customer and klein-ideas eU undertake to impose a similar duty of confidentiality on those involved in the execution of the contract, in particular employees, apprentices, interns, temporary workers and subcontractors who necessarily gain knowledge of confidential information in the course of fulfilling the contract, and to impose all appropriate measures to ensure the confidentiality of confidential information. If information is passed on in this context, it will be passed on as confidential information and may not be used for purposes other than the performance of the contract.

4. Any use of information, facts and data that are subject to confidentiality for purposes other than the fulfillment of the contract is expressly forbidden both to the customer and to klein-ideas eU and to all persons involved in the execution of the contract who can be assigned to one of the contracting parties.

5. The customer and klein-ideas eU have to take all appropriate precautions for the protection and secure storage of all information, facts and data, as well as with regard to the trade or business secrets that have become known in connection with the fulfillment and processing of this agreement.

XV. Dates and deadlines

1. Unless expressly agreed as binding, delivery or service deadlines are only indicative and remain non-binding. Binding appointments are to be recorded in writing or confirmed in writing by klein-ideas eU.

2. Verzögert sich die Lieferung/Leistung von klein-ideas e.U. aus Gründen, die klein-ideas e.U. nicht zu vertreten hat, wie zB Ereignisse beruhend auf höherer Gewalt und andere unvorhersehbare, mit zumutbaren Mitteln nicht abwendbare Ereignisse oder aus in der Sphäre des Kunden liegenden Gründen, ruhen die Leistungsverpflichtungen für die Dauer und im Umfang des Hindernisses und verlängern sich die mit der Leistungserbringung zusammenhängenden Fristen entsprechend (Fortlaufshemmung).

XVI. Early termination of the contract

Ordinary termination – cancellation fees

1. In the case of events, the performance time of which is precisely determined and for which the performance interests of the customer are bound to the timeliness of the performance, the customer is entitled to terminate the contractual relationship without observing a period of notice until the start of the event. In this case, klein-ideas eU is exempt from any further obligation to perform and is entitled to charge the customer the following percentages of the agreed remuneration as a cancellation fee. Alternatively, klein-ideas eU can invoice the customer for all services already provided instead of the cancellation fees. The right to choose between charging the cancellation fee and charging the services provided lies exclusively with klein-ideas eU.
a) in the event of termination eight to four weeks before the agreed date of the event: 50% of the remuneration
b) in the event of termination four to two weeks before the agreed event date: 75% of the remuneration
c) in the event of termination less than 14 days before the agreed event date: 100% of the remuneration

2. A contractual relationship concluded for an indefinite period can be terminated in writing by the customer as well as by klein-ideas eU with a one-month notice period at the end of each calendar month. The customer has to reimburse any services rendered and costs incurred up to the termination of the contractual relationship.

3. When exercising the right of termination, the customer bears the costs of manufacturing or purchasing objects, products or works as well as the costs of commissioning external service providers and suppliers, insofar as the acquisition, production or commissioning is exclusively for the contractually agreed purpose of the event have taken place. With regard to the costs for third-party services, however, this only applies to the extent that these can no longer be terminated. In the event of termination, the costs are limited to the claims asserted by the external service provider plus the agreed surcharge.

4th Services already commenced at the time of termination will also be charged as provided and to entrepreneurs as completed if the customer waives the partial service being made available to him or the use of it.

Extraordinary termination
If there is an important reason, the customer and / or klein-ideas eU are entitled to dissolve this contract without observing a deadline.

Important reasons that entitle klein-ideas eU to terminate the contract:

1. the continued breach by the customer of essential obligations (e.g. payment of an amount due or obligations to cooperate) despite a written warning with a grace period of 14 days

2. the existence of concerns regarding the customer’s creditworthiness and if the customer does not provide the security deposit requested in writing by klein-ideas eU within 14 days (eg bank guarantee, trust deposit);

3. if the customer does not make the requested advance payments despite a 14-day grace period being set in writing;

4. the breach of or the breach by the customer of obligations within the meaning of point XII. or XIII .;

5. if the customer uses the rights granted to him contrary to the agreement, during the ongoing contractual relationship or after its termination, or for purposes that obviously contradict the objectives of the contract;

6. Impossibility of performing the service for reasons for which the customer is responsible, or the delay or prevention of the performance of the service by the customer despite setting a grace period of 14 days;

XVII. Applicable law, place of jurisdiction

1. Austrian law applies to the exclusion of IPRG and the UN sales law.

2. In the case of business-related transactions on both sides, the place of jurisdiction for all claims and any disputes arising from and on the basis of agreements or contracts with klein-ideas eU as well as in connection with the provision of services is the competent court of the provincial capital of Salzburg. However, klein-ideas eU is free to claim against the customer at his place of jurisdiction.

3. Should individual provisions of these general terms and conditions be or become ineffective or unenforceable, this shall not affect the validity of the remaining provisions. In the case of contracts with entrepreneurs, the ineffective or unenforceable provision is replaced by an effective and enforceable provision whose effects come closest to the economic objective of the ineffective or unenforceable provision. In contracts with consumers, the ineffective or unenforceable provision is replaced by the provision that is legally intended for consumers.