GENERAL TERMS AND CONDITIONS

the Loewenzahm e.U.
Lorenz Marko-Moosweg 13-6166 Fulpmes
FN 358719d-UID ATU66251539
agbs@loewenzahm.at
 

1. Application, Contract Completion
   1. The Loewenzahm e.U. (hereinafter referred to as "the Agency"), its services shall be provided exclusively on the basis of the following General Terms and Conditions (GTC). These shall apply to all legal relationships between the Agency and the customer, even if not expressly referred to. The General Terms and Conditions shall be applicable exclusively for legal relations with entrepreneurs, as well as B2B.
   2. The version valid at the time of the conclusion of the contract is relevant. Deviations from these as well as other supplementary agreements with the customer shall only be effective if they are confirmed in writing by the Agency.
   3. Any terms and conditions of the customer shall not be accepted, even if the customer is aware, unless otherwise expressly agreed in writing in individual cases. AGB of the Customer shall expressly object to the Agency. There is no need for any further objection to the customer's terms and conditions by the agency.
   4. Changes to the Terms and Conditions shall be announced to the customer and shall be deemed agreed if the customer does not object to the amended terms and conditions in writing within 14 days; the customer shall be expressly informed of the importance of the silence as well as the concretely changed clauses. This approval does not apply to the modification of essential performance content and charges.
   5. Should individual provisions of these General Terms and Conditions be ineffective, this shall not affect the liability of the remaining provisions and the contracts concluded under their basic provisions. The ineffective provision shall be replaced by an effective one which comes closest to the meaning and purpose.
   6. The offers of the Agency are subject to change and non-binding.
       
2. Social media channels
   The Agency expressly points out to the customer prior to the placing of the order that the providers of "social media channels" (e.g. Facebook, hereinafter referred to as providers) reserve the right to reject or remove advertising advertisements and appearances for any reason in their terms of use. Accordingly, the providers are not obliged to forward content and information to the users. Therefore, there is a risk that the agency will not be able to calculate advertisements and advertisements without any basic information. In the case of a complaint from another user, although the providers have the possibility of a reply, an immediate removal of the contents is carried out in this case as well. The regaining of the original, lawful condition may take some time in this case. The Agency shall operate on the basis of these terms and conditions of use of the providers to which it has no influence, and shall also apply it to the client's behalf. The customer expressly acknowledges with the placing of the order that these terms of use determine the rights and obligations of an all-due contractual relationship (with-). The agency intends to carry out the customer's order to the best of its knowledge and knowledge and to comply with the guidelines of "social media channels". However, due to the current conditions of use and the simple possibility for each user to assert legal violations and thus to achieve a removal of the content, the Agency cannot ensure that the responsible campaign can be called up at any time.
    
3. Concept and Idea Protection
   If the potential customer has already invited the Agency in advance to draw up a concept and the Agency shall comply with this invitation before the conclusion of the main contract, the following rules shall apply:
   1. Already through the invitation and acceptance of the invitation by the agency, the potential customer and the agency enter into a contractual relationship ("pitching contract"). The AGB is also based on this contract.  
   2. The potential customer acknowledges that the agency already provides cost-intensive pre-benefits with the concept processing, although it has not yet taken on any performance obligations.
   3. The concept is subject to the protection of copyright law in its linguistic and graphical parts, as far as this work height is achieved. The use and processing of these parts without the consent of the Agency is not permitted to the potential customer on the basis of the Copyright Act.
   4. The concept also contains advertising-relevant ideas that do not reach a factory level and thus do not enjoy the protection of the copyright law. These ideas are at the beginning of every creative process and can be defined as an igniting spark all later, and thus defined as the origin of marketing strategy. Therefore, those elements of the concept are protected, which are peculiate and give the marketing strategy their characteristic imprint. As an idea within the meaning of this agreement, in particular advertising words, advertising texts, graphics and illustrations, advertising materials, etc. is considered, even if it does not reach a height of work.
   5. The potential customer undertakes to refrain from economically evaluating these creative advertising ideas presented by the agency within the framework of the concept outside the corrective action of a main contract to be concluded later, respectively. to be used or to be used, or to be used.
   6. If the potential customer is of the opinion that ideas were presented to him by the Agency, to which he had already arrived before the presentation, he shall inform the Agency within 14 days after the day of the presentation by e-mail, under the guidance of evidence that allows a time allocation.
   7. In the opposite case, the Contracting Parties shall assume that the Agency has presented a new idea to the potential customer. If the idea is used by the customer, it must be assumed that the agency has been merciful.    
   8. The potential customer may exempt himself from his obligations from this point by paying an appropriate compensation, which is calculated on a case-by-case basis, plus 20% sales tax. The exemption shall not enter into force until the full receipt of the payment of the compensation to the Agency.
       
4. Scope of services, order processing and customer's obligation to carry out duties
   1. The scope of the services to be provided results from the service description in the agency contract or an all-due order confirmation by the agency, as well as the all-due briefing protocol ("offer documents"). Subsequent changes in the content of the service must be confirmed in writing by the agency. Within the framework defined by the customer, the agency has freedom of design in the performance of the order.
   2. All services provided by the Agency (in particular all preliminary drafts, sketches, reprints, brush prints, blueprints, copies, colour prints and electronic files) shall be checked by the customer and shall be released by the Agency within three working days from the date of receipt by the customer. After the expiry of this period without feedback from the customer, they are deemed to be approved by the customer.
   3. The customer shall make available to the Agency all the information and documents necessary for the provision of the service in a timely and complete way. He will inform them of any circumstances that are important for the performance of the order, even if they are only known during the performance of the order. The customer shall bear the expenses incurred by the fact that work must be repeated or delayed by the Agency as a result of his incorrect, incomplete or subsequently changed data.
   4. The customer is also obliged to check the documents (photos, logos, etc.) made available for the performance of the order on any copyright, trademark, trademark or other rights of third parties (legal clearance) and guarantees that the documents are free of rights of third parties and can therefore be used for the intended purpose. The Agency shall not be liable in the event of any slight negligence or after the fulfilment of its warning obligation-in any case in relation to the customer's internal relationship-not because of a violation of such rights of third parties by any documents made available. If the Agency is used by a third party for such a breach of law, the customer shall hold the Agency in a flawless manner and shall replace it with all the disadvantages caused by the use of a third party, in particular the costs of appropriate legal representation. The customer undertakes to assist the agency in the defence of any claims by third parties. The customer shall make available to the Agency all the documents for this purpose without being requested.
       
5. Third party services/assignment of third parties
   1. The Agency shall be entitled, at its discretion, to carry out the performance itself, to serve as vicarious agents and/or to substitute such services ("external performance") in the provision of contractual services provided by third parties.
   2. The assignment of third parties in the context of a third party service is carried out either in its own name or on behalf of the customer, the latter with prior information to the customer. The Agency will carefully select this third party and ensure that it has the necessary professional qualifications.
   3. The customer has to enter into obligations to third parties, which have been made known to the customer and which go beyond the contract period. This also applies expressly in the case of termination of the agency contract for important reasons.
       
6. Termine
   1. Unless expressly agreed to be binding, the specified delivery or performance periods shall only be regarded as approximate and non-binding. Binding appointment agreements must be recorded in writing or to be confirmed by the Agency in writing.
   2. If the delivery/performance of the agency is delayed for reasons which it has not to represent, such as e.g. Events of force majeure and other unforeseeable events, which cannot be discouraged by reasonable means, shall be subject to the performance obligations for the duration and the extent of the obstacle, and shall extend the time limits accordingly. Should such delays continue for more than two months, the customer and the Agency shall be entitled to withdraw from the contract.
   3. If the Agency is in default, the customer may withdraw from the contract only after he has set a reasonable grace period of at least 14 days in writing to the Agency and has passed without any fruitful time. Claims for damages by the customer for non-performance or default are excluded, except in case of proof of intent or gross negligence.
       
7. Early resolution
   1. The Agency shall be entitled to dissolve the contract with immediate effect for important reasons. An important reason is, in particular, that:
      1. the performance of the service is impossible for reasons which the customer has to represent, or will be further delayed despite the setting of a grace period of 14 days;
      2. the customer continues, despite written warning with a grace period of 14 days, against essential obligations arising from this contract, such as e.g. Payment of an amount due or obligation to co-act is in violation of the law.
      3. the customer's creditworthiness is justified, and the customer does not make any advance payments in respect of the agency, nor does it provide any suitable security for the performance of the agency;
   2. The customer is entitled to dissolve the contract for important reasons without post-deadline. An important reason is that, in particular, if the Agency continues, despite written warning, with a reasonable grace period of at least 14 days in order to remedy the breach of the contract, the Agency is in breach of essential provisions of this Treaty.
       
8. Honorary
   1. Unless otherwise agreed, the Agency's fee shall be paid for each individual benefit as soon as it has been provided. The Agency shall be entitled to demand advances to cover its expenditure. From an order volume with an (annual) budget of € 15,000, or those that extend over a longer period of time, the Agency shall be entitled to interim financial statements and/or interim financial statements. Create forecasts or retrieve Aaccount payments.
   2. The fee is understood as a net fee plus the sales tax in legal terms. In the absence of an agreement in the individual case, the Agency shall be entitled to fees at the normal market level for the services provided and the transfer of the rights of use of the copyright and trade mark rights.
   3. All services of the Agency, which are not expressly paid out by the agreed fee, will be paid separately. All cash outlays to be replaced by the Agency shall be replaced by the customer.
   4. Estimates of the Agency's estimates are not binding. If it is to be seen that the actual costs exceed the amount of more than 15% in writing by the Agency, the Agency will draw the attention of the customer to the higher costs. The excess costs shall be deemed to have been approved by the customer if the customer does not object in writing within three working days of this notice and at the same time discloses more cost-effective alternatives. If it is a cost overrun of up to 15%, a separate agreement is not required. This excess of costs shall be deemed to be approved by the contracting entity in advance.
   5. If the customer unilaterally amends or cancels any work commissioned without the involvement of the Agency, without prejudice to the ongoing other care provided by the Agency, he shall reimburse the Agency for the services rendered up to that point in accordance with the fee agreement and to reimburse all costs incurred. If the cancellation is not due to a grossly negligent or intentional breach of duty of the Agency, the customer shall also reimburse the Agency for the entire fee (commission) agreed for this order, excluding the payment of the payment of the settlement of the § 1168 AGBG. In addition, the Agency shall be subject to any claims by third parties, in particular by contractors of the Agency, in a way that is flawless and unflawless. With the payment of the fee, the customer acquires no rights of use on already performed work; no concepts, drafts and other documents are to be returned to the Agency without delay.
       
9. Payment, retention of title
   1. The fee is due immediately with receipt of the invoice and without deduction for payment, unless special payment terms are agreed in writing in individual cases. This shall also apply to the resettlement of all cash expenses and other expenses. The goods delivered by the Agency shall remain the property of the Agency until full payment of the remuneration, including any incidental liabilities.
   2. In the event of default of payment by the customer, the statutory default interest in the amount applicable to business transactions shall apply. Furthermore, in the event of late payment, the customer undertakes to replace the resulting rent and collection charges, insofar as they are necessary for the appropriate legal proceedings. In any case, this includes the costs of two letters of formal notice at the current level of at least € 20.00 per reminder, as well as a letter of formal notice of an attorney responsible for the collection. The assertion of further rights and demands remains unaffected by this.
   3. In the event of default of payment by the customer, the Agency may immediately charge all services and partial services rendered within the scope of other contracts concluded with the customer.
   4. Furthermore, the Agency is not obliged to provide further services up to the payment of the amount to be paid (retention right). This shall not affect the obligation to pay payment.
   5. If the payment has been agreed in instalations, the Agency reserves the right, in the event of the non-timely payment of partial amounts or secondary claims, to demand the immediate payment of the entire outstanding debt (loss of time).
   6. The customer is not entitled to charge against claims of the agency with his own claims, unless the customer's claim has been recognized by the agency in writing or has been determined by the court.
       
10. Ownership and copyright
    1. All services of the agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, meticuloses, Reindrawings, concepts, negatives, slides), also individual parts thereof, remain the property of the agency as well as the individual workpieces and draft soriginals and may be required at any time by the agency-especially on termination of the contractual relationship. The customer acquires the right of use for the agreed use by payment of the fee. In the absence of any other agreement, however, the customer may use the services of the Agency exclusively in Austria. The acquisition of rights of use and exploitation of services of the Agency shall in any case require the full payment of the fees charged by the Agency for this purpose. If the customer already uses the services of the Agency before that date, this use shall be based on a loan agreement which can be revoked at any time.
    2. changes or Any processing of services provided by the Agency, in particular its further development by the customer or by third parties acting on it, shall be permitted only with the express consent of the Agency and, insofar as the services are protected by copyright, of the author. The handing out of all the sows. "Open files" is therefore not an integral part of the contract.  The Agency shall not be obliged to publish it. This means that without contractual assignment of the rights of use also for "electronic works" the client does not have any legal right to it.
    3. The Agency's consent is required for the use of the Agency's services beyond the originally agreed purpose and scope of use, irrespective of whether this benefit is copyrighted. To this end, the Agency and the author shall be subject to a separate appropriate remuneration.
    4. For the use of the services of the Agency or of advertising materials for which the Agency has developed conceptual or design templates, the consent of the Agency is also necessary after the agency contract has expired, irrespective of whether this service is protected by copyright law or not.
    5. For use in accordance with Abs 4. the Agency shall be in the first place. Year after the end of the contract, an entitlement to the full agency compensation agreed upon in the expired contract. 2. or 3. Year after the end of the contract, only half or more a quarter of the remuneration agreed upon in the contract. From the 4th year after the end of the contract no agency compensation is to be paid any more.
    6. The customer shall be liable to the Agency for any unlawful use in double the amount of the fee due for such use.
        
11. Marking
    1. The Agency shall be entitled to draw attention to the Agency on all advertising materials and in all advertising measures and, if need be, to the originator, without the customer being entitled to pay compensation for this.
    2. The Agency shall be entitled, subject to the customer's at any time possible written revocation, to indicate on its own advertising media and in particular on its Internet website by name and company logo on the business relationship existing or former to the customer (reference notice).
        
12. Warranty
    1. The customer shall notify any defects immediately, in any case within eight days after delivery/performance by the Agency, concealed defects within eight days of recognizing the same, in writing under description of the defect; otherwise, any deviation of the performance shall be deemed to be approved. In this case, the assertion of warranty and damages claims as well as the right to appeal against errors due to defects are excluded.
    2. In case of justified and timely notice of defects, the customer shall have the right to improve or exchange the delivery/service by the Agency. The Agency will remedy the deficiencies within a reasonable period of time, allowing the Agency's customer to take all the necessary measures to investigate and remedy the defect. The Agency shall be entitled to refuse to improve the performance if it is impossible or involves a disproportionately high level of effort for the Agency. In this case, the customer shall be subject to the legal conversion or reduction rights. In the case of improvement, it shall be the responsibility of the contracting authority to carry out the transmission of the defective (physical) case at its expense.
    3. It is also the responsibility of the contracting authority to carry out the verification of the performance in respect of its legal, in particular competition, trademark, copyright and administrative law admissibility. The Agency is only obliged to carry out a rough examination of the legal admissibility. The Agency shall not be liable for the legal admissibility of contents in case of slight negligence or after the fulfilment of an all-due warning obligation to the customer, if the contents have been specified or approved by the customer.
    4. The warranty period shall be six months from delivery/service. The customer is not entitled to withhold payments due to tax arrangements. The guesswork of § 924 AGBG is excluded.
        
13. Liability and product liability
    1. In cases of slight negligence, the Agency's liability and those of its employees, contractors or other vicarious agents ("people") shall be subject to slight negligence. excluded for damage to property or property of the customer, whether it be direct or indirect damages, lost profits or consequential damages, damages due to default, impossibility, positive bad debts, default at the conclusion of the contract, lack of performance or incomplete performance. The injured party has to prove the existence of gross negligence. Insofar as the liability of the Agency is excluded or limited, this shall also apply to the personal liability of its "people".
    2. Any liability of the Agency for claims made against the customer on the basis of the service provided by the Agency (e.g. advertising measure) shall be expressly excluded if the Agency has complied with its duty of hindsight or if such an agency has not been recognizable for it, with slight negligence not to be harmed. In particular, the Agency shall not be liable for process costs, the customer's own legal costs or costs of judgment publications, as well as for any claims for damages or other claims of third parties; the customer shall keep the agency in such a way as to be flawless and flawless in this respect.
    3. The customer's claims for damages expire in six months from the knowledge of the damage; however, at any rate after three years from the agency's infringement act. Claims for damages are limited according to the net order value.
        
14. Applicable law
    The contract and all the reciprocal rights and obligations derived therefrom as well as claims between the agency and the customer are subject to Austrian material law to the exclusion of its expulsion standards and to the exclusion of the UN Convention on Contracts for the International Sale of Gooes.
     
15. Place of performance and place of jurisdiction
    1. The place of performance shall be the seat of the Agency. In the case of dispatch, the risk shall pass to the customer as soon as the agency has handed over the goods to the transport company which it has chosen.
    2. The place of jurisdiction for all disputes arising between the Agency and the customer in connection with this contractual relationship shall be the court having jurisdiction for the seat of the Agency in question. Notwithstanding this, the Agency shall be entitled to complain to the Customer at its general place of jurisdiction.
    3. As far as the names of natural persons in this Treaty are referred to only in male form, they shall refer to women and men in the same way. In applying the name to certain natural persons, the gender-specific form shall be used.

Confirmation
The customer confirms through his signature or written assignment of an offer to have taken note of the GTC and that in the event of an order division these rules are based on the contractual relationship.

January 2022