General Terms and Conditions
1. General Provisions
1.1 Scope of Application
■ These General Terms and Conditions (GTC) apply to all services provided by "wuffzack‑art: design in motion", operated by Windischhofer Wolfgang MA (hereinafter “Contractor”). They govern the cooperation between the Contractor and the Client and define the rights and obligations of both parties.
■ Any terms and conditions of the Client shall only apply if the Contractor has expressly agreed to them in writing. Without such written consent, exclusively these GTC apply. The GTC apply to one‑off projects as well as ongoing services and remain valid for future assignments unless new GTC are agreed upon.
1.2 Non‑binding Nature of Offers
■ All offers made by the Contractor are non‑binding. The Contractor may modify or withdraw them at any time prior to the conclusion of a contract.
■ An offer becomes binding only once both parties have provided written confirmation.
1.3 Individual Agreements
■ The version of the GTC valid at the time of contract conclusion remains binding for that specific contract. Amendments to the GTC do not apply retroactively.
■ Special agreements — such as additional services or discounts — are only valid if documented in writing.
■ Verbal agreements without written confirmation are not legally binding.
1.4 Amendments to the GTC
■ If the GTC are amended, the Client will be notified in writing. The amendments are deemed accepted unless the Client objects in writing within 14 days.
■ Amendments affecting essential aspects such as services or pricing require the Client’s explicit written consent to become effective.
1.5 Invalid Provisions
■ Should any provision of these GTC be invalid or unenforceable, the remaining provisions shall remain unaffected and continue to apply.
■ The invalid provision shall be replaced by a regulation that most closely reflects the original intent and purpose.
2. Offer and Contract
2.1 Validity of Offers
■ An offer issued by the Contractor is valid for 14 days from the date of creation. After this period, it becomes non‑binding and may be modified or withdrawn.
■ If a different validity period is specified in the offer, that period takes precedence.
■ The Client is expected to review the offer within the validity period and communicate any questions or requested changes in due time. Modifications are only possible before the offer expires.
2.2 Contract Language
■ The language of the contract and all related communication is German.
■ If another language is desired, this must be agreed upon in writing in advance.
■ Translations provided by the Contractor may incur additional costs.
2.3 Conclusion of Contract
■ A contract is formed when the Client accepts a written offer from the Contractor. Acceptance may be provided via email or in written form.
■ The Contractor will confirm the assignment in writing or via email to ensure both parties share a clear understanding of the contract terms.
■ Agreements, modifications, or additions to the offer must be documented or confirmed in writing prior to acceptance in order to be valid.
2.4 Transfer of Contract
■ Rights and obligations arising from the contract may only be transferred to third parties with the prior written consent of both parties.
2.5 Termination of Contract
■ The contract ends once all services have been rendered and accepted by the Client. After acceptance, no further obligations remain.
2.6 Provisions in Case of Contract Termination
■ Compensation for services rendered: In the event of early termination, the Contractor is entitled to compensation for all work performed up to that point.
■ Settlement of advance payments: Any advance payments made by the Client will be offset; overpayments will be refunded.
■ Usage rights: The Client receives usage rights to the Contractor’s work only after full payment has been made.
■ Incomplete work: Drafts, concepts, and other unfinished materials must be returned to the Contractor.
2.7 Termination by the Client
■ Before project start: The Client may withdraw from the contract up to 14 days before the project start date at no cost, provided the Contractor has not yet begun work.
■ After project start: Termination is only permitted for good cause (e.g., failure to provide agreed services on time). Before termination, the Client must grant a written 14‑day period to remedy the issue.
2.8 Termination by the Contractor
■ The Contractor may terminate the contract with immediate effect if there is good cause.
Good cause includes, for example:
- The Client obstructs or delays the work despite a 14‑day written notice period.
- The Client breaches essential obligations (e.g., payment) despite written reminders.
- There are justified doubts regarding the Client’s solvency, and the Client fails to provide an advance payment or security deposit.
3. Services
3.1 Scope of Services
■ The agreed service includes all elements explicitly documented in the written offer or contract, including any requirements defined by the Contractor.
■ The Contractor is free in the creative and technical execution of the service, provided that all written specifications provided by the Client are adhered to.
3.2 Additions and Modifications
■ Additional services beyond the original contract will only be provided if the Client requests them in writing and agrees to cover the resulting costs.
■ Before commencing such additional services, the Contractor will inform the Client in writing of any potential increases in time or cost.
■ Significant changes that materially affect the project workflow entitle the Contractor to terminate the contract early if no mutual agreement can be reached.
3.3 Exclusions
■ Services not described in the offer or contract are not part of the Contractor’s obligations. This includes, for example:
- Work that must be carried out by external service providers or third parties.
- Requirements or requests that arise only after the contract has been concluded.
4. Third‑Party Services / Engagement of External Providers
4.1 Execution of Services
■ The Contractor independently decides whether services are carried out personally or with the support of qualified third parties.
■ Collaboration with third parties will be coordinated with the Client insofar as it affects the written execution of the contract.
4.2 Engagement of Third Parties
■ The Contractor may engage third parties either in the Contractor’s own name or on behalf of the Client.
■ If third parties are commissioned on behalf of the Client, the Client will be informed in writing beforehand.
■ The Contractor selects third parties with due care and ensures that they are qualified and experienced.
4.3 Responsibilities and Obligations
■ If the Contractor concludes agreements with third parties and discloses these to the Client, the Client assumes the corresponding obligations.
■ These obligations remain valid even in the event of early termination of the contract between the Contractor and the Client, particularly in cases of termination for good cause.
5. Concept and Idea Protection
5.1 Pitch Contract
■ If the Contractor is invited by the Client to present ideas or concepts, a pitch contract is formed — even if no main contract has been concluded yet.
■ The Contractor’s General Terms and Conditions (GTC) also apply to this pitch contract.
5.2 Protection of Concepts and Ideas
■ The Client acknowledges that the creation of a concept involves effort and costs for the Contractor, even if the Client is not yet contractually obligated.
■ The Contractor’s concept is protected by copyright insofar as it meets the legal requirements. Copyrighted parts of the concept may not be used or modified without the Contractor’s consent.
■ Creative ideas that do not fall under copyright protection (e.g., slogans, texts, images, videos, or animations) remain the intellectual property of the Contractor. The Client may neither use them nor make them accessible to third parties without prior consent.
■ If no main contract is concluded, the Client is prohibited from using the Contractor’s ideas or concept in any form.
5.3 Disclosure of Similar Ideas
■ If the Client had similar ideas prior to the Contractor’s presentation, the Client must notify the Contractor in writing within 14 days after the presentation and provide evidence.
5.4 Compensation for Use of Ideas
■ If the Client uses the Contractor’s ideas without entering into a main contract, the Client is obligated to pay the Contractor appropriate compensation.
■ The compensation is subject to an additional 20% VAT and becomes effective only upon full payment.
6. Rights and Obligations
6.1 Client Obligations
■ The Client shall provide all necessary information, materials, and approvals in a timely manner to enable the Contractor to perform the agreed services properly and within the specified deadlines.
■ Deliverables created by the Contractor (e.g., preliminary drafts, sketches, or digital files) must be reviewed and approved by the Client within 7 business days. If no feedback is provided within this period, the deliverables are deemed approved.
■ Any changes or requests must be formulated clearly, precisely, and completely to avoid misunderstandings or delays.
■ The Client guarantees that all content provided — such as texts, images, videos, or animations — is free of third‑party rights. In the event of copyright infringements, the Client is liable for any resulting damages.
■ If the Client fails to meet their obligations, the Contractor is not responsible for resulting delays or additional costs.
6.2 Contractor Obligations
■ The Contractor performs the agreed services professionally, diligently, and within the agreed timeframe, based on the contractual specifications.
■ In the event of issues or delays, the Contractor will inform the Client without undue delay and collaborate on potential solutions.
■ The Contractor is free to choose the software, tools, and methods used for the project, unless specific tools or workflows have been explicitly agreed upon in writing.
6.3 Clear Communication
■ Both parties commit to open and transparent communication to avoid misunderstandings.
■ Any changes or additions shall be documented in writing to ensure clarity regarding mutual expectations.
7. Liability
7.1 Liability for Slight Negligence
■ The Contractor is not liable for damages caused by slight negligence, including direct damages (e.g., property damage) and indirect damages (e.g., financial losses or delays).
■ For damages resulting from gross negligence or intentional misconduct, the Contractor is liable within the limits of applicable law.
7.2 Liability for Third‑Party Claims
■ The Contractor is not liable for claims made by third parties arising from the Client’s use of the Contractor’s services, particularly in the context of advertising or publication.
■ If the Client provides content that infringes third‑party rights, the Client is responsible for all resulting costs, including legal and court fees.
■ Furthermore, the Client agrees to indemnify and hold the Contractor harmless from any third‑party claims.
7.3 Deadlines for Compensation Claims
■ Claims for damages must be submitted in writing within 6 months from the date the Client becomes aware of the damage and the responsible party.
■ Such claims expire no later than 2 years after delivery or performance, regardless of when the Client became aware of the damage.
7.4 Client Responsibility
■ The Client is responsible for reviewing and approving texts, images, and other materials. After approval, the Contractor assumes no liability for errors.
■ If the Client provides materials late, the Contractor is not liable for resulting delays or additional costs.
7.5 Liability for Data Loss
■ The Contractor is not liable for data loss caused by the Client or third parties.
■ The Client is advised to regularly create backup copies of all relevant data.
8. Warranty
8.1 Notification of Defects
■ The Client must report obvious defects in writing within 7 business days after delivery or performance (e.g., missing audio, incorrect logos).
■ Hidden defects must be reported in writing within 7 business days after their discovery (e.g., technical issues occurring in specific software environments).
■ Defects not reported within the specified timeframes are deemed accepted. In such cases, the Client forfeits the right to warranty claims, compensation, or contract rescission.
8.2 Remedy of Defects
■ Defects that are reported in due time and are justified will be remedied by the Contractor within a reasonable period, either through repair or replacement.
■ If remedy is not possible or would require disproportionate effort, the Client may request a price reduction or withdraw from the contract.
■ The Client shall support the defect‑remedy process by providing all necessary information.
■ For defective physical products, the Client bears the shipping costs for repairs unless otherwise agreed in writing.
8.3 Review of Legal Compliance
■ The Client is solely responsible for verifying that the delivered work is legally compliant (e.g., regarding copyright, trademark, or competition law).
■ The Contractor is not liable for legal issues arising from content provided or approved by the Client.
8.4 Time Limits and Restrictions
■ For business clients, the warranty period is limited to 6 months from delivery or performance. For consumers, the statutory period of 2 years applies.
■ Claims for reimbursement expire no later than 2 years after delivery or performance.
■ Complaints do not entitle the Client to withhold due payments.
■ The statutory presumption under § 924 ABGB — that defects already existed at the time of delivery — is expressly excluded for business clients.
9. Fees and Payment Terms
9.1 Due Date of Fees
■ The fee becomes due once the agreed service has been fully rendered and accepted by the Client.
■ For extensive projects, the Contractor may request advance payments, interim invoices, or installment payments, as specified in the written contract.
■ Advance payments to cover material or travel expenses may also be agreed upon in writing.
9.2 Amount of Fees
■ All fees are stated net, plus applicable VAT.
■ If no fee agreement exists, a customary market rate will be charged, including compensation for usage rights.
9.3 Additional Services and Expenses
■ Services exceeding the agreed scope will be invoiced separately.
■ Project‑related expenses — such as licenses for image material or specialized software — must be reimbursed by the Client. These will be coordinated in advance and documented in writing.
9.4 Cost Estimates
■ Cost estimates provided by the Contractor are non‑binding.
■ If actual costs exceed the estimate by more than 15%, the Contractor will inform the Client without delay.
■ The Client has 3 business days to object in writing or propose alternatives. If no objection is made, the increased costs are deemed accepted.
■ Cost overruns of up to 15% are considered automatically approved.
9.5 Cancellation or Modification by the Client
■ The Client shall pay for all services rendered and costs incurred up to the point of cancellation or modification.
■ The full fee remains payable unless the Contractor caused the cancellation through gross negligence or intentional misconduct.
9.6 Payment Terms
■ Payments must be made on time upon receipt of the invoice (within 6 months) or according to the contractual terms.
■ All work remains the property of the Contractor until full payment has been received.
■ For international transactions, the Client bears all bank fees or transaction costs.
■ Unless otherwise agreed, payment shall be made in euros (€).
9.7 Late Payment
■ Business Clients (B2B): Default interest pursuant to § 456 UGB at 9.2 percentage points above the base interest rate. A flat fee of € 20.00 is charged per reminder.
■ Consumers (B2C): Default interest pursuant to § 1000 ABGB at 4% annually. A flat fee of € 10.00 is charged per reminder.
■ The Contractor is entitled to suspend ongoing work until full payment is received. Immediate invoicing of services from other contracts may occur if legally permissible.
10. Project Timeline
10.1 Project Start
■ The project begins once the Client has provided all required information and materials in full. The Contractor will confirm the project start date in writing.
10.2 Non‑binding Deadlines
■ Deadlines for delivery or performance on the part of the Contractor are considered non‑binding, unless expressly agreed otherwise in writing.
■ Binding deadlines must be confirmed in writing by the Contractor.
10.3 Interim Feedback (Feedback Rounds)
■ The Client will have the opportunity to provide feedback during the project phases. The number of feedback rounds and the corresponding timeframes will be agreed upon in writing in advance.
■ Feedback must be clear and detailed to ensure that changes can be implemented accurately.
■ Feedback must be submitted in writing via email or through an agreed project‑management tool to avoid misunderstandings.
■ Verbal or telephone instructions must be confirmed in writing.
10.4 Delays Caused by Client Actions
■ Changes, additional requests, or delays in providing materials by the Client may affect the project timeline.
■ The Contractor will adjust the schedule accordingly and inform the Client of any resulting impacts.
■ Additional costs arising from such delays will be communicated to the Client in advance in writing and must be borne by the Client.
10.5 Delays Due to Force Majeure or Unforeseeable Events
■ Events beyond the Contractor’s control (e.g., natural disasters, system failures, pandemics) may impact the project timeline.
■ The Contractor will inform the Client without delay and adjust the agreement to the new circumstances. Obligations may be paused for the duration of the event.
■ If the project is delayed by more than 2 months, both parties may withdraw from the contract.
10.6 Acceptance and Final Approval
■ Upon completion of a project phase or the entire project, the Contractor will provide the results for review.
■ The Client has 7 business days to review the results and provide written feedback or approval.
■ If no response is received within this period, the results are deemed approved.
11. Usage Rights
11.1 Protection of Intellectual Property
■ All ideas, drafts, concepts, animations, and other creative works produced by the Contractor remain the Contractor’s intellectual property.
■ The Client acquires usage rights only after full payment of the agreed fee. Until then, any use is granted on a revocable loan basis.
11.2 Copyright and Attribution
■ All copyrights remain with the Contractor.
■ The Client agrees to credit the Contractor as the author when publishing the work, where customary and reasonably possible.
■ Modifying or removing copyright notices is only permitted with the Contractor’s written consent.
11.3 Type of Use and Extended Usage
■ The Client may use the work exclusively for the purposes defined in the contract or offer.
■ Any use beyond the agreed purpose (e.g., distribution, modification, further development) requires the Contractor’s prior written consent.
■ Extended usage entitles the Contractor to additional compensation.
11.4 Usage After Contract Termination
■ After the contract has ended, concepts and templates created by the Contractor may only be used with the Contractor’s written consent.
■ Compensation for post‑contract usage is defined as follows:
- Year 1: 100% of the originally agreed fee
- Year 2: 50%
- Year 3: 25%
- From Year 4 onward: No compensation required
11.5 Open Files
■ The Contractor is not obligated to provide open files or editable project files unless explicitly agreed upon in writing.
11.6 Liability for Unauthorized Use
■ If the Client uses the work for purposes not approved in writing, the Contractor reserves the right to take legal action or demand additional compensation.
12. Data Protection and Confidentiality
12.1 Confidential Information
■ All information, documents, and materials provided by the Client are treated as confidential and used exclusively for the respective project.
■ No information will be disclosed to third parties without the Client’s prior written consent.
■ For sensitive data — such as trade secrets — the Contractor implements appropriate security measures to protect them from unauthorized access.
12.2 Data Protection
■ The processing and storage of Client data are carried out in accordance with applicable data protection laws, including principles related to personal data and data processing.
■ Personal data is stored only for as long as necessary to complete the project.
■ The Client may request information about stored data at any time and may request its correction, deletion, or restriction.
12.3 Security Measures
■ The Contractor implements appropriate technical and organizational measures to protect Client data from loss, theft, or unauthorized access.
■ Such measures include, among others, data encryption, secure storage locations, and regular reviews of security systems.
13. Reference Use and Attribution
13.1 Use for Promotional Purposes
■ The Contractor is entitled to use the works created within the scope of the project as references, particularly for presentation purposes, in portfolios, and on the Contractor’s website.
■ If the Client does not wish this, the Client must expressly notify the Contractor in writing before the start of the project.
■ Publications that involve confidential Client content require the Client’s prior written consent.
13.2 Attribution on the Product
■ The Contractor may include a discreet attribution (logo or name) on the delivered work to indicate authorship, provided this is customary and technically feasible.
■ The Client may request removal of the attribution if this has been expressly agreed upon in writing.
■ Attribution is not permitted if the Client presents legitimate reasons, such as legal requirements or confidentiality obligations. (z. B. relevant für spätere Diskussionen: attribution rules)
14. Social Media Channels
14.1 Rights of Platform Providers
■ Social media platforms — such as Facebook or similar platform providers — may reject or remove advertisements, business pages, or content at any time and without providing reasons.
■ Platform providers are not obligated to distribute content or information to their users.
14.2 Risk of Content Removal
■ Campaigns or content may be removed without justification. Content is often deleted immediately upon user complaints, even if it is lawful.
■ Restoring lawful content may be time‑consuming, even if the platform offers a counter‑notification or appeal process.
14.3 Dependence on Platform Terms of Use
■ The Contractor has no influence over platform rules and operates strictly in accordance with the applicable terms of use of each platform.
■ These platform terms form part of the contractual basis between the Client and the Contractor.
■ By commissioning the Contractor, the Client accepts that platform rules may affect the execution and visibility of the campaign.
14.4 Responsibility of the Contractor
■ The Contractor will implement the Client’s campaign to the best of their ability and in compliance with platform rules.
■ Continuous availability of the campaign cannot be guaranteed, as content may be reported by users and removed quickly.
15. Final Provisions
15.1 Governing Law
■ This contract and all claims arising from it are governed exclusively by Austrian law.
■ Conflict‑of‑law rules and the UN Convention on Contracts for the International Sale of Goods (CISG) are excluded.
■ The choice of law applies regardless of the Client’s place of residence or business outside Austria.
15.2 Place of Jurisdiction
■ For all disputes arising from this contract, the competent court at the Contractor’s place of business has exclusive jurisdiction.
■ Both parties agree to first attempt an amicable resolution before initiating legal proceedings. If no agreement can be reached, the competent court at the Contractor’s place of business shall decide.
15.3 Amendments and Additions
■ Any amendments or additions to this contract must be made in writing. This requirement also applies if the parties intend to waive the written form itself.
15.4 Priority of Written Agreements
■ In the event of contradictions between these General Terms and Conditions and individual written agreements, the individual written agreements take precedence.