General Terms and Conditions
(AGB)
of SCHRAUBERBLOG GmbH, FN 601175 g,
5020 Salzburg,
Franz-Wolfram-Scherer-Straße 30/TOP E9a+b in the
B2B area
Status as at 18.04.2025
1. General provisions
1.1 Scope of application These General Terms and Conditions
(hereinafter "GTC") apply to all contracts, services and
business relationships between SCHRAUBERBLOG
GmbH, FN 601175 g, Franz-Wolfram-Scherer-Straße 30/TOP
E9a+b, 5020 Salzburg,
Austria,
VAT ID No.: ATU79406028 (hereinafter "Agency") and its
customers (hereinafter "Client"), unless expressly agreed otherwise in writing
.
SCHRAUBERBLOG
GmbH is an agency specializing in social media marketing,
content creation, trade fair concepts, automotive network & industry contacts
as well as other digital and analogue marketing measures.
These GTC apply exclusively to business relationships
with companies within the meaning of Section 1 UBG, sole proprietorships, legal entities under
public law or special funds under public law. For consumers
within the meaning of § 1 KSchG (Consumer Protection Act), these GTC
do not apply.
The version valid at the time the contract is concluded shall be authoritative
. Deviating
from these as well as other supplementary agreements with the client are
only effective if they are confirmed in writing by the agency. Any
terms and conditions of the client shall not
be accepted, even if known, unless otherwise expressly agreed in writing
in individual cases. The agency
expressly objects to the client's GTC. No further objection to the client's GTC by the
agency is required.
1.2 Changes to the GTC
The agency reserves
the right to amend these GTC. These changes to the GTC will be communicated to the
client and shall be deemed agreed if the client
does not object to the amended GTC in writing within 4 (four) weeks.
The agency shall inform the client separately in the
change notification of the significance of the deadline and the consequences of failing to object to
.
Should individual provisions of these GTC be invalid,
this shall not affect the binding nature of the remaining provisions and the contracts concluded on the basis of them
. The invalid provision shall
be replaced separately by a valid provision that comes closest to the meaning and purpose of the invalid provision.
The agency's offers are subject to change and
non-binding.
1.3 Applicable law, place of performance and place of jurisdiction
The contract as well as
resulting mutual rights and obligations and claims between
the agency and the client are subject to Austrian law under
exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance for all services is the
registered office of the agency, i.e. 5020 Salzburg, Austria.
The exclusive place of jurisdiction for all disputes arising from
or in connection with this contractual relationship is the competent
court in Salzburg, Austria. Notwithstanding this, the agency is entitled to sue
the client at its general place of jurisdiction.
1.4 Withholding tax liability
The agency is not subject to a tax deduction pursuant to Section 50a para.
no. 1 and no. 2 dEStG, as the involvement of the GmbH does not serve to obtain a
tax advantage, but to provide intellectual, creative
and advisory services with the purpose of generating revenue as part of its normal and
ordinary business activities.
The agency is a classic advertising agency with a
business license in Austria, whereby these activities associated with
represent its normal business activities as a company with
limited liability.
Art 7 of the DTA Ö-D stipulates that company profits are to be taxed in
the state in which the registered office of the company is located,
which is exclusively in Austria.
The agency also does not have a permanent establishment within the meaning of Art 5 DBA Ö-D
in Germany as a fixed place of business.
In the event that the agency is liable for withholding tax, the customer must reimburse
for these costs.
2.
Scope of services, order processing and the customer's duty to cooperate:
The scope of the services to be provided shall be agreed individually
with the client in a written contract or any
order confirmation by the agency.
Subsequent changes or extensions to the services ordered from
require the written consent of both parties.
Verbal collateral agreements are non-binding unless
written consent is given by the agency.
All services provided by the agency must be checked by the client at
and approved by the client within 7 days of receipt by
. If they are not approved in good time, they shall be deemed to have been approved by the client
.
The client must provide the agency with all documents and information required by
for the provision of the service in a timely and
complete manner. The client must inform the
agency of all circumstances that are important for the provision of the service
, even if these only become known during the execution of the order
. The client shall bear the costs for work that arises due to
incorrect, incomplete or subsequently changed information on the part of
the client. The same applies to delays and
repetitions.
Furthermore, the client is obliged to check the documents provided for the
execution of the order for any
copyrights, trademark rights, trademark rights or other rights of third parties
(rights clearing) and guarantees that the documents are free of third-party rights
and can therefore be used for the intended purpose. The agency
shall not be liable in the event of merely slight negligence or after fulfillment of its
duty to warn - at least in the internal relationship with the client - due to
an infringement of such third-party rights by the
documents provided. If a claim is made against the agency by a
third party due to such an infringement, the client shall indemnify and
hold the agency harmless; the client shall compensate the agency for all disadvantages incurred by
as a result of a claim by a third party, in particular the costs of
appropriate legal representation. The client undertakes to support the
agency in its defense against any third-party claims. The
client is obliged to provide the agency with all
documents for this purpose without being asked.
3. external services/commissioning
third parties:
The agency is entitled, at its own discretion, to perform the
service itself, to make use of competent third parties as vicarious agents
in the provision of
contractual services and/or to substitute such services
("external service").
The commissioning of third parties as part of an external service
is carried out 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 necessary professional qualifications
.
Insofar as the agency commissions necessary or agreed
external services, the respective contractors are not
vicarious agents of the agency.
The client must enter into obligations towards third parties that extend beyond the
contract term. This also applies
expressly in the event of termination of the contractual relationship for
good cause.
4. assignment and transfer of rights:
The client is not entitled to transfer rights and obligations
arising from this contract to third parties unless the agency issues written consent to
.
5.Guarantee:
The client must report any defects immediately,
in any case within 7 (seven) days of delivery/service by the
agency, hidden defects within 7 (seven) days of becoming aware of them, to
in writing, describing the defect; otherwise the
service shall be deemed approved. In this case, the assertion of
warranty and compensation claims as well as the right to challenge
errors due to defects is excluded.
In the event of justified and timely notification of defects
, the client shall be entitled to improvement or replacement of the
delivery/service by the agency. The agency shall rectify the defects within
a reasonable period of time, whereby the client shall enable the agency to take all measures necessary for
examination and rectification of defects. The
agency shall be entitled to refuse to improve the service if this
is impossible or involves a disproportionately high expense for the agency
. In this case, the client shall be entitled to the statutory rights of conversion
or reduction. In the event of improvement, the client shall be responsible for
transferring the defective (physical) item at its own expense
.
It is also the responsibility of the client to check the
service for its legal admissibility, in particular under competition, trademark, copyright and
administrative law. The agency is only obliged to carry out a
rough check of legal admissibility. The agency shall not be liable to the client for the legal admissibility of content in the
case of slight negligence or after fulfillment of any duty to warn
,
if this was specified or approved by the client.
The warranty period is six months from
delivery/service. The right to
Recourse against the agency pursuant to Section 933b (1) ABGB
shall expire one year after delivery/service. The customer is not entitled to withhold
payments due to complaints. The presumption rule of § 924
ABGB is excluded.
6. liability:
6.1 General:
In cases of slight negligence, liability on the part of the
agency and its employees, contractors or other
vicarious agents for property damage or financial loss suffered by the client
is excluded, regardless of whether it concerns direct or indirect damage,
loss of profit or consequential damage, damage due to delay,
impossibility, positive breach of contract, culpa in contrahendo
, defective or incomplete performance.
The existence of gross negligence must be proven by the injured party. Insofar as
the liability of the agency is excluded or limited, this also applies to
the personal liability of its vicarious agents.
Any liability of the agency for claims asserted against the client due to
the service provided by the agency,
is expressly excluded if the agency has complied with its duty to inform
or if such a duty was not recognizable to it, whereby slight
negligence shall not be detrimental. In particular, the agency shall not be liable for
legal costs, the client's own legal fees or
costs of publishing a judgment as well as for any
claims for damages or other third-party claims; the client shall indemnify and hold the agency harmless in this regard
.
Claims for damages by the client expire in
six months from knowledge of the damage; in any case, however, after three years from the
infringement by the agency. Claims for damages are limited to
the net order value.
6.2 Application:
The information provided in the app is based, among other things, on automated
text generation using artificial intelligence. Despite the greatest possible care in the development of the database/
, no liability/guarantee can be assumed for the accuracy, completeness and/or suitability of the
content. The content does not constitute professional advice and
in particular does not replace information from a qualified specialist. The use of all information provided in
the app is at the user's own risk. The provider is not liable
for damages (both personal injury and financial loss) arising from reliance on the content
of the app or its implementation, unless these damages were caused intentionally or
through gross negligence.
The provider is only liable for intent and gross negligence, but not for lost
profits. In cases of slight negligence, liability is only given in the event of a breach of an
essential contractual obligation, the fulfillment of which is essential for the proper execution of the contract
and on whose compliance the customer may regularly rely.
Otherwise, liability of the agency and its employees, contractors or other
vicarious agents for property damage and financial loss is excluded in the event of slight negligence,
irrespective of whether it concerns direct or indirect damage, loss of profit,
consequential damage, damage caused by delay, impossibility, positive breach of contract,
culpa in contrahendo, etc. The existence of gross negligence must be proven by the
customer/injured party.
6.3 Warranty for merchandise products:
The statutory warranty provisions apply.
If there is a defect in the delivered goods, the customer can demand rectification or replacement
. If this is not possible, the customer may demand a reduction in the purchase price or a
refund.
6.4 Liability for digital content:
The provider assumes no liability for the content provided in the Ehrenschrauber app
and its accuracy or completeness.
7. Remuneration & terms of payment:
7.1 Remuneration:
Unless otherwise agreed, the agency's
fee claim arises for each individual service as soon as it has been provided
. From an order volume of EUR 8,000, or those that extend over
a longer period of time, the agency is entitled to issue
interim invoices or advance invoices or, if necessary, to request
payments on account.
The fee is understood to be a net fee plus
VAT at the statutory rate. In the absence of an agreement in individual cases, the
agency shall be entitled to a fee for the services rendered and the transfer of the rights of use under copyright and
trademark law in the amount customary in the market
.
Any services provided by the agency that are not expressly
covered by the agreed fee shall be remunerated separately. All cash expenses incurred by
the agency shall be reimbursed by the client.
The
agency shall be entitled to the agreed remuneration for all work carried out by the agency that is not completed by the client for whatever reason. The offsetting provision of § 1168 ABGB is excluded
. With the payment of the fee, the client
only acquires the rights of use to services already rendered, as well as concepts recorded to date
. Any further
concepts, drafts and other documents that have not been executed and/or paid for must be returned to the agency
immediately. The client does not acquire any rights of use to these.
7.2 Terms of payment and retention of title:
The invoice
is issued in accordance with the terms of payment specified in the order contract
.
If no separate agreement has been made in the order contract
, the following payment scale shall be deemed to have been agreed:
-
50 % down payment after placing the order
-
50 % final payment after service provision.
For ongoing services or retainer contracts (e.g.
monthly social media support), invoicing takes place in advance on the 5th of each month at
.
The goods delivered by the agency shall remain the property of the agency until
full payment of the remuneration including all
ancillary liabilities.
7.3 Default of payment:
In the event of default of payment by the client, the
statutory default interest shall apply in the amount applicable to business transactions.
Furthermore, in the event of default of payment, the client undertakes to reimburse
the agency for the dunning and collection expenses incurred, insofar as they are necessary for
appropriate legal prosecution. This includes
in any case the costs of two dunning letters in the usual market amount, as well as a
dunning letter from a lawyer commissioned with the collection. The
assertion of further rights and claims remains unaffected by this
.
In the event that the client is in default of payment, the
agency may cancel all services provided under other
contracts concluded with the client and
make partial payments due immediately.
The agency is not obliged to provide further
services until the outstanding amount has been settled
(right of retention). The obligation to pay the fee remains unaffected by this
.
If an installment payment agreement has been made,
reserves the right to demand immediate payment of the entire outstanding debt still owed to
in the event that partial amounts
or ancillary claims are not paid on time (loss of deadline).
The client is not entitled to offset its own
claims against the agency's claims unless the
client's claim has been recognized by the agency in writing or established by a court of law
.
7. 4.Withdrawal
from the contract:
The agency is entitled to terminate the contract with immediate effect for important
reasons.
Good cause exists in particular if
Ø the
execution of the service becomes impossible for reasons for which the client is responsible,
or is further delayed despite the setting of a grace period of 14 days
;
Ø despite
written warning with a grace period of 14 days, the
client violates essential obligations from this contract, such as
payment of a due amount or obligations to cooperate;
Ø justified
concerns exist regarding the creditworthiness of the client and the client neither makes advance payments at the request of the agency
nor provides suitable security before the
agency performs.
The client is entitled to terminate the contract for important
reasons without setting a grace period. An important reason exists
in particular if the agency, despite a written warning with
a reasonable grace period of at least 14 days to remedy the
breach of contract, violates essential provisions of this contract.
In the event of cancellation of the order after
contract agreement, the client must
Ø up to
30 days before the start of the project 25 % of the agreed fee
Ø up to
14 days before the start of the project 50 % of the agreed fee
Ø 14
days before the start of the project 75% of the agreed fee Ø after the start of the project 100% of the agreed
fee to be paid.
The loss of the relationship of trust constitutes an
important reason for terminating the contract.
8. Dates:
Unless
is expressly agreed as binding, stated delivery or performance deadlines are only approximate and
non-binding. Binding deadline agreements must be recorded in writing or
confirmed in writing by the agency.
If the delivery/service of the agency is delayed for
reasons for which it is not responsible, such as force majeure events and
other unforeseeable events that cannot be averted by reasonable means,
the service obligations shall be suspended for the duration and to the extent of the delay.
If such delays persist for more than two months, both the
client and the agency shall be entitled to withdraw from the contract.
If the agency is in default, the
client may only withdraw from the contract after he has set the agency a reasonable grace period of at least 14 days in writing
and this
has elapsed fruitlessly. Claims for damages by the client due to
non-performance or delay are excluded, except in the case of proof of
intent or gross negligence.
9.
Copyright and rights of use:
Services provided by the agency, in particular
texts, graphics, photographs, videos, animations, designs and other
digital media, including individual parts thereof as well as individual workpieces and
design originals, shall remain the property of the agency and may be reclaimed by the
agency at any time, in particular upon termination of the contractual relationship,
.
By paying the fee, the client acquires the
right of use for the agreed purpose, unless otherwise agreed in the
contractual relationship.
The client is entitled to use the services of the agency
exclusively in Austria, unless otherwise agreed
.
The acquisition of rights of use and exploitation rights to
services of the agency shall in any case require full payment of the fees invoiced by
to the agency. If the
client already uses the services of the agency before this time,
this use is based on a loan relationship that can be revoked at any time.
Changes or adaptations of the agency's services,
such as in particular their further development by the client or by third parties working for
are only permitted with the express consent of the agency and -
insofar as the services are protected by copyright - the author
.
The consent of the
agency is required for the use of the agency's services that goes beyond the
originally agreed purpose and scope of use, irrespective
of whether this service is protected by copyright. The agency and the author shall be entitled to separate
appropriate remuneration for this.
The consent of the agency
must also be obtained for the use of the agency's services after expiry
of the contractual relationship, irrespective of whether or not these services are protected by copyright
.
The client shall be liable to the agency for any
unlawful use in double the amount of the reasonable
fee for such use.
The agency shall be entitled to refer to the agency and, if applicable, to the author
on all advertising material and at
, without the customer being entitled to any remuneration for this.
Subject to the client's written revocation, which is possible at any time,
, the agency shall be entitled to refer to the existing or former
business relationship with the client on its own
advertising media and in particular on its Internet website with the name and
company logo (reference notice).
10. Data protection and confidentiality:
10.1 Data protection:
The client agrees that his personal data,
namely name/company, profession, date of birth, company register number,
powers of representation, contact person,
business address and other addresses of the customer,
telephone number, fax number, e-mail address, bank details,
credit card details, VAT number) for the purpose of contract fulfillment and support
of the client as well as for own advertising purposes, for example for sending
offers, advertising brochures and newsletters (in paper and electronic
form), as well as for the purpose of referring to the existing or
former business relationship with the client (reference reference) automatically
determined, stored and processed. The client agrees to
sending him electronic mail for advertising purposes until revoked
. This consent may be revoked at any time in writing to
by e-mail, fax or letter.
The client therefore agrees in full to the privacy policy available at the following link
:
https://schrauberblog.at/data-protection
10.2.
Secrecy and confidentiality obligation:
Both parties undertake to maintain confidentiality regarding all business, technical and strategic
information disclosed in the course of the
collaboration.
The obligation to maintain confidentiality shall apply for an unlimited period of time
, even beyond the termination of the contract.
Excluded from the duty of confidentiality is
information that:
Ø are or become public knowledge without this being due to a breach of duty
,
Ø were disclosed by
third parties without an obligation of confidentiality, and Ø must be disclosed by law or by the authorities.
In the event of a breach of the agreed obligation,
the injured party is obliged to compensate the damage resulting from the breach of the
confidentiality obligation.
11. Severability clause:
Should individual provisions of these GTC or of the
contractual relationship be or become invalid, void or
unenforceable in whole or in part, this shall not affect the validity of the remaining
provisions.
The invalid provision shall be replaced by a legally
permissible provision that comes as close as possible to the economic purpose of the invalid provision
.
12. Final provisions:
Amendments and supplements to these GTC and all agreements associated with
must be made in writing. This also applies to the
amendment or revocation of this written form clause.
Verbal collateral agreements are invalid unless they
have been confirmed in writing by both parties.
