Team Freshwords – General terms and conditions

1. APPLICABILITY, CONCLUSION OF CONTRACT

1.1. Stefan Müller and Martin Roseneder (hereinafter „Agency“) provide their services exclusively on the basis of the following General Terms and Conditions (GTCs). These apply to all legal relationships between the Agency and the Client (For reasons of better readability, the simultaneous use of male, female, and diverse (m/f/d) language forms is omitted), even if they are not expressly referred to.

1.2. The version valid at the time of the conclusion of the contract shall be authoritative. Deviations from these, as well as other supplementary agreements with the Client, are only effective if they are confirmed in writing by the Agency.

1.3. Any terms and conditions of the Client will not be accepted, even if known, unless otherwise expressly agreed in writing in individual cases. The Agency expressly objects to the Client’s GTCs. No further objection to the Client’s GTCs by the Agency is required.

1.4. Changes to the GTCs will be announced to the Client and are considered agreed upon if the Client does not object to the amended GTCs in writing within 7 days; the Client will be expressly informed in the notification of the significance of their silence.

1.5. Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to its meaning and purpose.

1.6. The Agency’s offers are subject to change and non-binding.

2. CONCEPT PROTECTION

If the potential Client has already invited the Agency to create a concept in advance, and the Agency accepts this invitation before the conclusion of the main contract, the following regulation applies:

2.1. By the invitation and the acceptance of the invitation by the Agency, the potential Client and the Agency enter into a contractual relationship („Pitching Agreement“). These GTCs also form the basis of this agreement.

2.2. The potential Client acknowledges that the Agency already provides cost-intensive preliminary work with the concept development, even though the Client has not yet assumed any performance obligations.

2.3. The concept, in its parts, is protected by the Copyright Act to the extent that these parts achieve a sufficient level of originality. Use and processing of these parts without the Agency’s consent are not permitted for the potential Client, based on the Copyright Act alone.

2.4. The concept also contains advertising-relevant ideas that do not reach the threshold of originality and thus do not enjoy the protection of the Copyright Act. These ideas are at the beginning of every creative process and can be defined as the initial spark for all subsequent creations and thus as the origin of marketing strategies. Therefore, those elements of the concept that are unique and give the strategy its characteristic imprint are protected. An idea in the sense of this agreement includes, in particular, advertising slogans, advertising texts, wordings, PR strategies, etc., even if they do not reach the threshold of originality.

3. IDEA PROTECTION

3.5. The potential Client undertakes to refrain from commercially exploiting, or having exploited, or using, or having used, these creative advertising ideas presented by the Agency within the framework of the concept, outside the corrective of a main contract to be concluded later.

3.6. If the potential Client is of the opinion that the Agency presented ideas to them that they had already come up with before the presentation, they must inform the Agency of this within 3 days of the presentation date via email, providing evidence that allows for temporal attribution.

3.7. In the contrary case, the contracting parties assume that the Agency has presented a new idea to the potential Client. If the idea is used by the Client, it is to be assumed that the Agency was instrumental in this.

3.8. The potential Client can be released from their obligations under this point by payment of appropriate compensation plus the statutory value-added tax. The release only takes effect after the full payment of the compensation has been received by the Agency.

4. SCOPE OF SERVICES, ORDER PROCESSING, AND CLIENT’S OBLIGATIONS TO COOPERATE

4.1. The scope of the services to be provided results from the description of services in the contract or any order confirmation by the Agency, as well as any briefing protocol („Offer Documents“). Subsequent changes to the content of the services require written confirmation by the Agency. Within the framework specified by the Client, the Agency has creative freedom in the fulfillment of the order. If no specific guidelines have been provided, the Agency reserves absolute creative freedom in the creation of the works.

4.2. All services of the Agency (in particular PR and communication concepts, longer texts, and marketing strategies) are to be reviewed by the Client and approved by them within three business days of receipt by the Client. If not approved in a timely manner, they shall be deemed approved by the Client. Presented drafts may not be used or passed on.

4.3. The Client will provide the Agency with all information and documents necessary for the provision of the service in a timely, complete, and free-of-charge manner. The Client will inform the Agency of all circumstances that are significant for the execution of the order, even if these only become known during the execution of the order. The Client shall bear the expense incurred as a result of work having to be repeated or delayed by the Agency due to the Client’s incorrect, incomplete, or subsequently changed information.

4.4. The Client is further obligated to check the documents provided for the execution of the order (photos, logos, etc.) for any copyrights, trademark rights, labeling rights, or other third-party rights (rights clearance) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the case of mere simple negligence or after fulfilling its duty to warn—at least in the internal relationship with the Client—the Agency is not liable for an infringement of such third-party rights by the provided documents. If a third party makes a claim against the Agency for such a rights infringement, the Client shall indemnify and hold the Agency harmless; the Client must compensate the Agency for all disadvantages incurred by a third-party claim, in particular the costs of appropriate legal representation. The Client undertakes to support the Agency in defending against any third-party claims. The Client shall provide the Agency with all necessary documents for this purpose without being asked.

5. THIRD-PARTY SERVICES / COMMISSIONING THIRD PARTIES

5.1. The Agency is entitled, at its own discretion, to perform the service itself, to use expert third parties as vicarious agents in the provision of contractual services, and/or to substitute such services („Third-Party Service“).

5.2. The commissioning of third parties within the scope of a Third-Party Service is done either in the Agency’s own name or in the name of the Client. The Agency will carefully select this third party and ensure that it has the required professional qualifications.

5.3. Insofar as the Agency commissions necessary or agreed-upon Third-Party Services, the respective contractors are not vicarious agents of the Agency.

5.4. The Client must assume obligations towards third parties that extend beyond the term of the contract. This also expressly applies in the event of termination of the contract for cause.

6. EXTERNAL COSTS

For activities that incur external costs (e.g., technology, catering, etc.), a quote will be prepared before commissioning, which must be approved by the Client before the order is placed. Travel costs will be charged according to the official mileage allowance; other travel expenses such as hotel, train, flight, or parking costs will be passed on directly to the Client.

7. DEADLINES

7.1. Stated delivery or performance deadlines are considered approximate and non-binding unless expressly agreed upon as binding. Binding deadline agreements must be recorded in writing or confirmed in writing by the Agency. Before acceptance of the offer, a roughly estimated processing time will be indicated and must be noted for any productions. If the Agency receives data at a later time than previously announced and/or the processing period is shortened, a previously announced delivery date can no longer be guaranteed.

7.2. If the Agency’s delivery/service is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that cannot be averted with reasonable means, the performance obligations are suspended for the duration and extent of the obstacle, and the deadlines are extended accordingly. If such delays last for more than two months, the Client and the Agency are entitled to withdraw from the contract.

7.3. If the Agency is in default, the Client may only withdraw from the contract after having set the Agency a reasonable grace period of at least 21 days in writing and this period has expired without result. Claims for damages by the Client due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.

7.4. For the use of the shortest possible processing time for order fulfillment, an express surcharge (rush fee) of 100% will be applied to the total amount. The rush fee applies regardless of the type of order and is charged due to the increased personnel and time effort required to ensure that the service is provided within a particularly tight timeframe. The Client will be informed of the applicable surcharge before using the express service and must give their express consent to pay the rush fee. The rush fee is payable in addition to the agreed-upon fees or charges and will not be refunded if the Client cancels or changes the order. The corresponding processing times will be agreed upon and announced separately depending on the project scope. We reserve the right to adjust the rush fee and the associated conditions at any time. Changes will be communicated to the Client in a timely manner and will only apply from the time of the Client’s consent.

7.5. Processing after 6:00 PM on business days: An additional surcharge will be charged for processing orders after 6:00 PM on business days. The surcharge for processing after 6:00 PM is 50% of the agreed-upon fee or charges for the respective order. Processing after 6:00 PM is only possible after prior written agreement between the Client and the Agency. The Client will be informed of the applicable surcharge before using the late processing time and must give their express consent to pay the surcharge. The late processing time may be limited depending on the type of order and the Agency’s capacity. The Agency reserves the right to determine the availability of the late processing time at its own discretion. The surcharge for processing after 6:00 PM is charged in addition to the agreed-upon fees or charges and will not be refunded if the Client cancels or changes the order. Changes or additions to this clause require written form and the consent of both parties.

8. PREMATURE TERMINATION

8.1. The Agency is entitled to terminate the contract for cause with immediate effect. Cause exists in particular if:
a) the performance of the service becomes impossible for reasons for which the Client is responsible, or is further delayed despite a grace period of 14 days being set;
b) the Client continuously violates essential obligations under this contract, such as payment of an amount due or obligations to cooperate, despite a written warning with a grace period of 14 days.
c) there are justified concerns about the Client’s creditworthiness and the Client, at the Agency’s request, neither makes advance payments nor provides suitable security before the Agency’s performance;

8.2. The Client is entitled to terminate the contract for cause without setting a grace period. Cause exists in particular if the Agency continuously violates essential provisions of this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the breach of contract.

9. FEE

9.1. The net fee for the order corresponds to the sum listed in the total amount plus 20% value-added tax. By signing this contract, the agreement detailed in the breakdown becomes binding for both the contractor and the client. Unless otherwise agreed, the Agency’s claim to a fee arises for each individual service as soon as it has been rendered. The Agency is entitled to demand advance payments to cover its expenses.

9.2. The fee is understood as a net fee plus the statutory value-added tax. In the absence of an agreement in an individual case, the Agency is entitled to a fee at the customary market rate for the services rendered and the granting of copyright and trademark usage rights.

9.3. All services of the Agency that are not expressly covered by the agreed fee will be remunerated separately. All out-of-pocket expenses incurred by the Agency are to be reimbursed by the Client.

9.4. Cost estimates from the Agency are non-binding. If it becomes apparent that the actual costs will exceed those estimated in writing by the Agency by more than 15%, the Agency will inform the Client of the higher costs. The cost overrun is considered approved by the Client if the Client does not object in writing within three business days of this notice and simultaneously announces more cost-effective alternatives. If the cost overrun is up to 15%, a separate notification is not required. This cost estimate overrun is considered approved by the client from the outset.

9.5. If the Client unilaterally changes or cancels commissioned work without the involvement of the Agency—notwithstanding the ongoing other support by the Agency—the Client must compensate the Agency for the services rendered up to that point in accordance with the fee agreement and reimburse all incurred costs. If the cancellation is not justified by a grossly negligent or intentional breach of duty by the Agency, the Client must also reimburse the Agency for the entire fee (commission) agreed upon for this order, whereby the crediting of saved expenses pursuant to § 1168 of the Austrian General Civil Code (ABGB) is excluded. Furthermore, the Agency is to be indemnified and held harmless with regard to any claims by third parties, especially by contractors of the Agency. With the payment of the fee, the Client does not acquire any usage rights to work already performed; rather, unexecuted concepts, drafts, and other documents are to be returned to the Agency immediately.

10. PAYMENT, RETENTION OF TITLE

10.1. The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms are agreed upon in writing in individual cases. This also applies to the passing on of all out-of-pocket expenses and other expenditures. The goods delivered by the Agency remain the property of the Agency until the full payment of the fee, including all ancillary liabilities.

10.2. In the event of the Client’s default in payment, the statutory default interest applicable to business transactions shall apply. Furthermore, in the event of default, the Client undertakes to reimburse the Agency for the resulting dunning and collection charges, insofar as they are necessary for appropriate legal action. This includes in any case the costs of two reminder letters at the customary market rate of currently at least € 20.00 per reminder, as well as a reminder letter from an attorney commissioned with the collection. The assertion of further rights and claims remains unaffected.

10.3. In the event of the Client’s default in payment, the Agency may declare all services and partial services rendered within the scope of other contracts concluded with the Client immediately due.

10.4. Furthermore, the Agency is not obliged to provide further services until the outstanding amount is settled (right of retention). The obligation to pay the fee remains unaffected.

10.5. If payment in installments has been agreed, the Agency reserves the right, in the event of non-timely payment of partial amounts or ancillary claims, to demand immediate payment of the entire outstanding debt (acceleration clause).

10.6. The Client is not entitled to set off its own claims against claims of the Agency, unless the Client’s claim has been acknowledged in writing by the Agency or has been judicially established.

11. OWNERSHIP AND COPYRIGHT

11.1. All services of the Agency, including those from presentations (e.g., suggestions, ideas, sketches, preliminary drafts, concepts), including individual parts thereof, remain the property of the Agency, as do the individual work pieces and original drafts, and can be reclaimed by the Agency at any time—especially upon termination of the contractual relationship. By paying the fee, the Client acquires the right of use for the agreed purpose. In the absence of an agreement to the contrary, the Client may, however, use the Agency’s services exclusively in Austria. The acquisition of rights of use and exploitation of the Agency’s services requires in any case the full payment of the fees invoiced by the Agency for this purpose. If the Client uses the Agency’s services before this time, this use is based on a revocable loan agreement.

11.2. Changes or adaptations of the Agency’s services, such as in particular their further development by the Client or by third parties working for the Client, are only permissible with the express consent of the Agency and—insofar as the services are protected by copyright—of the author. The delivery of all so-called „source files“ is thus expressly not part of the contract. The Agency is not obliged to hand them over. This means that without a contractual assignment of the rights of use also for „electronic works,“ the client has no legal claim to them.

11.3. For the use of the Agency’s services that goes beyond the originally agreed purpose and scope of use, the consent of the Agency is required—regardless of whether this service is protected by copyright. The Agency and the author are entitled to a separate, appropriate remuneration for this.

11.4. For the use of the Agency’s services or advertising materials for which the Agency has developed conceptual or design templates, the consent of the Agency is also necessary after the expiration of the contract, regardless of whether this service is protected by copyright or not.

11.5. For uses according to para. 4, the Agency is entitled to the full agency fee agreed upon in the expired contract for the 1st year after the end of the contract. In the 2nd and 3rd year after the end of the contract, only half or a quarter of the fee agreed in the contract, respectively. From the 4th year after the end of the contract, no more agency fee is to be paid.

11.6. The Client is liable to the Agency for any unlawful use in the amount of twice the appropriate fee for this use. This is based on the current guidelines of the Competition Guidelines of Design Austria.

12. ATTRIBUTION

12.1. The Agency is entitled to refer to the Agency and, if applicable, to the author on all advertising materials and in all advertising measures, without the Client being entitled to any remuneration for this.

12.2. The Agency is entitled, subject to the Client’s written revocation at any time, to refer to the existing or former business relationship with the Client on its own advertising media and in particular on its website with name and company logo (reference).

13. WARRANTY

13.1. The Client must report any defects immediately, in any case within eight days after delivery/performance by the Agency, and hidden defects within eight days after their discovery, in writing, describing the defect; otherwise, any deviation in the service is considered approved. In this case, the assertion of warranty and damage claims as well as the right to challenge for error due to defects are excluded.

13.2. In the case of a justified and timely notice of defects, the Client has the right to rectification or replacement of the delivery/service by the Agency. The Agency will remedy the defects within a reasonable period, with the Client enabling the Agency to take all necessary measures for investigation and defect remedying. The Agency is entitled to refuse the rectification of the service if it is impossible or associated with a disproportionately high effort for the Agency. In this case, the Client is entitled to the statutory rights of rescission or price reduction. In the case of rectification, it is the client’s responsibility to arrange for the transfer of the defective (physical) item at their own expense.

13.3. It is also the client’s responsibility to check the service for its legal admissibility, in particular with regard to competition, trademark, copyright, and administrative law. The Agency is only obliged to a rough check of legal admissibility. In the case of simple negligence or after fulfilling any duty to warn the Client, the Agency is not liable for the legal admissibility of content if it was specified or approved by the Client.

13.4. The warranty period is one month from delivery/performance. The Client is not entitled to withhold payments due to complaints. The presumption rule of § 924 of the Austrian General Civil Code (ABGB) is excluded.

14. LIABILITY AND PRODUCT LIABILITY

14.1. In cases of simple negligence, liability of the Agency and its contractors or other vicarious agents for property damage or financial losses of the Client is excluded, regardless of whether it concerns direct or indirect damage, lost profits or consequential damages, damages due to delay, impossibility, positive breach of contract, fault at the conclusion of the contract, or due to defective or incomplete performance. The injured party must prove gross negligence. Insofar as the Agency’s liability is excluded or limited, this also applies to the personal liability of its contractors or vicarious agents.

14.2. Any liability of the Agency for claims asserted against the Client on the basis of the service provided by the Agency (e.g., advertising measure) is expressly excluded if the Agency has complied with its duty to inform or if such a duty was not recognizable to it, whereby simple negligence is not detrimental. In particular, the Agency is not liable for legal costs, the Client’s own attorney’s fees, or costs of judgment publications, nor for any claims for damages or other claims by third parties; the Client shall indemnify and hold the Agency harmless in this regard.

14.3. Claims for damages by the Client shall expire six months from knowledge of the damage; but in any case after three years from the Agency’s act of infringement. Claims for damages are limited in amount to the net order value.

15. SOCIAL MEDIA CHANNELS

The Agency expressly points out to the Client before placing an order that the providers of „social media channels“ (e.g., Facebook, hereinafter referred to as: Providers) reserve the right in their terms of use to reject or remove advertisements and presences for any reason. The Providers are therefore not obliged to forward content and information to users. There is therefore a risk, which cannot be calculated by the Agency, that advertisements and presences may be removed without reason. In the event of a complaint from another user, the Providers do offer the possibility of a counter-statement, but in this case, the content is also removed immediately. The restoration of the original, lawful state can take some time in this case. The Agency works on the basis of these terms of use of the Providers, over which it has no influence, and also bases the Client’s order on them. The Client expressly acknowledges with the placing of the order that these terms of use (co-)determine the rights and obligations of any contractual relationship. The Agency intends to execute the Client’s order to the best of its knowledge and belief and to comply with the guidelines of „Social Media Channels.“ However, due to the currently valid terms of use and the simple possibility for any user to claim legal violations and thus achieve a removal of the content, the Agency cannot guarantee that the commissioned campaign will be accessible at all times.

16. SELF-PROMOTION

The Agency is permitted to use its work results or excerpts thereof for the purpose of self-promotion—even after the end of the collaboration—free of charge. The Agency or—insofar as the services are protected by copyright—the author retains the right to be named as the author.

17. DATA PROTECTION (OPTICAL HIGHLIGHTING ACCORDING TO CASE LAW)

The Client agrees that their personal data, namely name/company, profession, date of birth, company registration number, powers of representation, contact person, business address and other addresses of the Client, telephone number, fax number, email address, bank details, credit card data, VAT ID number) may be automatically identified, stored, and processed for the purpose of contract fulfillment and customer care, as well as for the purpose of referring to the existing or former business relationship with the Client (reference).

This consent can be revoked at any time in writing by email, fax, or letter to the contact details listed at the head of the GTCs.

18. APPLICABLE LAW

The contract and all mutual rights and obligations derived from it, as well as claims between the Agency and the Client, are subject to Austrian substantive law, to the exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

19. PLACE OF PERFORMANCE AND JURISDICTION

19.1. The place of performance is the registered office of the Agency. In the case of shipment, the risk passes to the Client as soon as the Agency has handed over the goods to the transport company chosen by it.

19.2. The court with subject-matter jurisdiction for the registered office of the Agency is agreed as the place of jurisdiction for all legal disputes arising between the Agency and the Client in connection with this contractual relationship. Notwithstanding this, the Agency is entitled to sue the Client at their general place of jurisdiction.

FINAL PROVISIONS

The law of the Republic of Austria shall apply, including for deliveries and publications abroad. For all points not regulated in these GTCs, the statutory regulation shall take effect. The place of jurisdiction is the registered office of the contractor.

Ancillary agreements to the contract or to these GTCs must be in writing to be effective.

The possible nullity or invalidity of one or more provisions of these GTCs shall not affect the validity of the remaining provisions.

These GTC are effective as of January 1, 2026