General Terms and Conditions (GTC)
of SCHRAUBERBLOG GmbH, Commercial Register No. 601175 g,
5020 Salzburg, Franz-Wolfram-Scherer-Straße 30, for the B2B sector
Effective as of April 20, 2026
1. General Provisions
1.1. Scope 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 clients (hereinafter “Client”), unless otherwise expressly agreed in writing.
SCHRAUBERBLOG GmbH is an agency specializing in social media marketing, content creation, trade show concepts, automotive networking & industry contacts, as well as other digital and analog marketing measures.
These Terms and Conditions apply exclusively to business relationships with companies within the meaning of § 1 UGB (Austrian Commercial Code), sole proprietorships, legal entities under public law, or special funds under public law. These General Terms and Conditions do not apply to consumers within the meaning of Section 1 of the KSchG (Consumer Protection Act). The version valid at the time of conclusion of the contract shall apply. Any agreements with the client that deviate from these terms or constitute supplementary agreements are only effective if 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 terms and conditions. No further objection to the client’s terms and conditions by the Agency is required.
1.2. Changes to the Terms and Conditions
The Agency reserves the right to amend these Terms and Conditions. Such amendments will be communicated to the Client and shall be deemed accepted unless the Client objects to the amended Terms and Conditions in writing within 4 (four) weeks. In the notification of changes, the Agency will specifically inform the Client of the significance of the deadline and the consequences of failing to object. Should individual provisions of these Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced or redefined separately by a valid provision that most closely approximates the original intent and purpose. The Agency’s offers are subject to change and non-binding.
1.3. Governing Law, Place of Performance, and Jurisdiction
The contract, as well as the resulting mutual rights, obligations, and claims between the Agency and the Client, are governed by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance for all services is the Agency’s registered office, namely 5020 Salzburg, Austria. The exclusive venue 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 the Client’s general venue.
1.4. Withholding Tax Obligation
The agency is not subject to withholding tax under Section 50a(1)(1) and (2) of the German Income Tax Act (dEStG), as the engagement of the GmbH does not serve to obtain a tax advantage, but rather to provide intellectual, creative, and consulting services for the purpose of generating revenue within the scope of its normal and ordinary business activities.
The agency is a traditional advertising agency with a corresponding business license in Austria, and the activities associated with this constitute its normal business operations as a limited liability company. Article 7 of the Austria-Germany Double Taxation Agreement stipulates that corporate profits are to be taxed in the country where the company has its registered office, which is exclusively in Austria. The agency also has no permanent establishment within the meaning of Article 5 of the Austria-Germany DTA in Germany as a fixed place of business. In the event that the agency is subject to withholding tax, the client must reimburse these costs.
2. Scope of Services, Order Processing, and the Client’s Obligations to Cooperate:
The scope of the services to be provided is agreed upon individually with the client in a written contract or, where applicable, in an order confirmation issued by the agency. Subsequent changes or additions to the commissioned services require the written consent of both parties. Verbal side agreements are non-binding unless the Agency provides written consent. All services provided by the Agency must be reviewed by the Client and approved by the Client within 7 days of receipt. If approval is not provided in a timely manner, the services shall be deemed approved by the Client.
The Client must provide the Agency in a timely and complete manner with all documents and information necessary for the performance of the service. The Client must inform the Agency of all circumstances relevant to the provision of the service, even if these become known only during the execution of the assignment. The Client shall bear the costs for work resulting from incorrect, incomplete, or subsequently altered information provided by the Client. The same applies to delays and rework.
The Client is further obligated to review the documents provided for the execution of the assignment for any copyrights, trademarks, trade names, or other third-party rights (rights clearance) and guarantees that the documents are free of third-party rights and may therefore be used for the intended purpose. The Agency shall not be liable in cases of mere slight negligence or after fulfilling its duty to warn—in any event in its internal relationship with the Client—for any infringement of such third-party rights caused by the documents provided. If the Agency is held liable by a third party for such an infringement, the Client shall indemnify and hold the Agency harmless; the Client shall compensate the Agency for all losses incurred as a result of a third-party claim, in particular the costs of reasonable legal representation. The Client undertakes to support the Agency in defending against any third-party claims. The Client is obligated to provide the Agency with all relevant documents for this purpose without being asked.
3. Outsourced Services/Engagement of Third Parties:
The Agency is entitled, at its sole discretion, to perform the service itself, to engage qualified third parties as vicarious agents in the performance of the contractual services, and/or to substitute such services (“outsourced services”).
The engagement of third parties in connection with outsourced services shall be carried out either in the Agency’s own name or in the name of the Client. The Agency shall select such third parties with due care and ensure that they possess the necessary professional qualifications.
To the extent that the Agency commissions necessary or agreed-upon outsourced services, the respective contractors shall not be vicarious agents of the Agency. The client shall assume any obligations toward third parties that extend beyond the term of the contract. This expressly applies even in the event of termination of the contractual relationship for cause.
4. Assignment and Transfer of Rights:
The Client is not permitted to assign rights and obligations under this Agreement to third parties unless the Agency provides its written consent.
5. Warranty:
The Client must report any defects in writing, describing the defect, immediately and in any case within 7 (seven) days of delivery or performance by the Agency; hidden defects must be reported within 7 (seven) days of discovery; otherwise, the service shall be deemed accepted. In this case, the assertion of warranty and damage claims as well as the right to rescind the contract due to defects is excluded.
In the event of a justified and timely notice of defects, the Client is entitled to have the delivery/service rectified or replaced by the Agency. The Agency shall remedy the defects within a reasonable period, whereby the Client shall enable the Agency to take all measures necessary for the investigation and remedy of the defects. The Agency is entitled to refuse to remedy the service if this is impossible or involves a disproportionately high effort for the Agency. In this case, the Client is entitled to the statutory rights of rescission or reduction. In the event of rectification, the Client is responsible for delivering the defective (physical) item at its own expense.
The Client is also responsible for verifying the legal admissibility of the service, particularly with regard to competition, trademark, copyright, and administrative law. The Agency is only obligated to conduct a preliminary review of legal admissibility. In cases of slight negligence or after fulfilling any duty to warn the Client, the Agency shall not be liable for the legal admissibility of content if such content was provided or approved by the Client.
The warranty period is six months from delivery/performance. The right of recourse against the Agency pursuant to § 933b(1) ABGB expires one year after delivery/performance. The client 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, the Agency and its employees, contractors, or other vicarious agents shall not be liable for property damage or financial loss suffered by the Client, regardless of whether such damage consists of direct or indirect damages, lost profits, consequential damages resulting from defects, damages due to delay, impossibility, positive breach of contract, fault at the time of contract conclusion, or due to defective or incomplete performance. The injured party must prove the existence of gross negligence. To the extent that the Agency’s liability is excluded or limited, this also applies to the personal liability of its vicarious agents.
Any liability of the Agency for claims brought against the Client based on the services provided by the Agency is expressly excluded if the Agency has fulfilled its duty to inform or if such a duty was not apparent to it, provided that slight negligence does not preclude this. In particular, the Agency shall not be liable for litigation costs, the Client’s own legal fees, or costs of publishing judgments, nor for any claims for damages or other claims by third parties; the Client shall indemnify and hold the Agency harmless in this regard. The Client’s claims for damages shall expire six months after becoming aware of the damage; in any event, however, three years after the Agency’s tortious act. Claims for damages are limited in amount to the net contract value.
6.2. Application:
The information provided in the app is based, among other things, on automated text generation using artificial intelligence. Despite the utmost care taken in compiling and processing the data, no liability or 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 provided by a qualified professional (this also applies expressly to technical solution proposals or repair instructions). The use of all information provided in the app is at your own risk. The provider is not liable for damages (including both personal injury and financial loss) arising from reliance on the app’s content or its implementation, unless such damages were caused intentionally or through gross negligence. The provider is liable only for intentional acts and gross negligence, but not for lost profits. In cases of slight negligence, liability applies only in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely. Otherwise, liability of the agency and its employees, contractors, or other vicarious agents for property damage and financial loss in cases of slight negligence is excluded, regardless of whether the damage is direct or indirect, lost profits, consequential damages, damages due to delay, impossibility of performance, positive breach of contract, fault at the time of contract conclusion, 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 the delivered goods are defective, the customer may request repair or replacement. If this is not possible, the customer may request a price reduction or a refund.
6.4. Liability for Digital Content:
The provider makes no warranty regarding the content provided in the Ehrenschrauber app or its accuracy or completeness.
7. Fees & Payment Terms:
7.1. Fees:
Unless otherwise agreed, the Agency’s fee becomes due for each individual service as soon as it has been rendered. For orders with a value of EUR 8,000 or more, or those extending over a longer period of time, the Agency is entitled to issue interim invoices or advance invoices, or to request payments on account as necessary.
The fee is a net fee plus value-added tax at the statutory rate. In the absence of a specific agreement, the Agency is entitled to a fee at the market rate for the services rendered and the granting of copyrights and trademark usage rights. Any services provided by the Agency that are not expressly covered by the agreed fee shall be remunerated separately. All cash outlays incurred by the Agency shall be reimbursed by the Client.
The Agency is entitled to the agreed remuneration for all work performed by the Agency that, for whatever reason, is not carried out by the Client. The set-off provision of § 1168 ABGB is excluded. Upon payment of the fee, the Client acquires only the rights of use to services already rendered, as well as concepts developed to date. Any further concepts, drafts, and other documents that have not been executed and/or paid for must instead be returned to the Agency immediately. The Client does not acquire any rights of use to these either.
7.2. Payment Terms and Retention of Title:
Invoices are issued in accordance with the payment terms specified in the contract. Unless otherwise agreed in the contract, the following payment schedule shall apply:
50 % down payment after order placement
50% final payment upon completion of services.
For ongoing services or retainer agreements (e.g., monthly social media management), invoicing is done in advance on the 5th of each month. The goods delivered by the agency remain the property of the agency until full payment of the fee, including all ancillary charges, has been made.
7.3. Late Payment:
In the event of late payment by the Client, statutory default interest shall apply at the rate applicable to business transactions. Furthermore, in the event of late payment, the Client undertakes to reimburse the Agency for the resulting reminder and collection fees, to the extent they are necessary for appropriate legal action. This includes, in any case, the costs of two reminder letters at market rates, as well as a reminder letter from a lawyer commissioned to collect the debt. The assertion of further rights and claims remains unaffected.
In the event of a delay in payment by the Client, the Agency may immediately demand payment for all services and partial services rendered under other contracts concluded with the Client. Furthermore, the Agency is not obligated to provide further services until the outstanding amount has been settled (right of retention). The obligation to pay fees remains unaffected.
If an installment payment agreement has been made, the Agency reserves the right, in the event of late payment of partial amounts or ancillary claims, to demand immediate payment of the entire outstanding debt (loss of the benefit of the term). The client is not entitled to set off its own claims against the agency’s claims, unless the client’s claims have been acknowledged in writing by the agency or established by a court.
7.4. Termination of the Contract:
The agency is entitled to terminate the contract for good cause with immediate effect.
Good cause exists, in particular, if
performance of the service becomes impossible for reasons attributable to the client, or is further delayed despite the setting of a grace period of 14 days;
despite a written warning setting a grace period of 14 days, the Client fails to fulfill material obligations under this contract, such as payment of an amount due or obligations to cooperate;
there are legitimate concerns regarding the client’s creditworthiness and the client, upon the agency’s request, neither makes advance payments nor provides adequate security prior to the agency’s performance.
The client is entitled to terminate the contract for good cause without setting a grace period. Good cause shall be deemed to exist 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 material provisions of this contract. In the event of cancellation of the order after the contract has been concluded, the client
up to 30 days before the start of the project: 25% of the agreed fee
50% of the agreed fee up to 14 days before the project begins
75% of the agreed fee 14 days before the project begins
to pay 100% of the agreed fee after the project begins.
The loss of trust constitutes a valid ground for terminating the contract.
8. Deadlines:
Unless expressly agreed to be binding, any stated delivery or service deadlines are approximate and non-binding. Binding deadlines must be set forth in writing or confirmed in writing by the Agency.
If the Agency’s delivery or performance is delayed for reasons beyond its control, such as force majeure or other unforeseeable events that cannot be averted by reasonable means, the performance obligations shall be suspended for the duration and to the extent of the impediment, and the deadlines shall be extended accordingly. If such delays last longer than two months, both the Client and the Agency are entitled to withdraw from the contract.
If the Agency is in default, the Client may withdraw from the contract only after having set the Agency a reasonable grace period of at least 14 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.
9. Copyright and Rights of Use:
Services created 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 original drafts—remain the property of the Agency and may be reclaimed by the Agency at any time, particularly upon termination of the contractual relationship.
Upon payment of the fee, the Client acquires the right to use the services for the agreed purpose, unless otherwise agreed in the contractual relationship. The Client is entitled to use the Agency’s services exclusively in Austria, unless otherwise agreed. The acquisition of rights of use and exploitation of the Agency’s services is in any case contingent upon full payment of the fees invoiced by the Agency for such services. If the Client uses the Agency’s services prior to this point, such use is based on a loan agreement that may be revoked at any time.
Modifications or adaptations of the Agency’s services, including in particular their further development by the Client or by third parties acting on the Client’s behalf, are permitted only with the express consent of the Agency and—to the extent the services are protected by copyright—of the author.
The use of the Agency’s services that goes beyond the originally agreed purpose and scope of use requires the Agency’s consent, regardless of whether such service is protected by copyright. The Agency and the author are entitled to separate, reasonable compensation for this. For the use of the Agency’s services after the termination of the contractual relationship—regardless of whether such service is protected by copyright or not—the Agency’s consent must also be obtained.
The Client shall be liable to the Agency for any unlawful use in an amount equal to twice the reasonable fee for such use. The Agency is entitled to refer to the Agency and, where applicable, to the author on all advertising materials and in all advertising measures without the client being entitled to any remuneration for this. Subject to the client’s right to revoke this in writing at any time, the agency is entitled to refer to the existing or former business relationship with the client by name and company logo on its own advertising media and, in particular, on its website (reference).
10. Data Protection and Confidentiality:
10.1. Data Protection:
The Client agrees that their personal data—namely name/company name, occupation, date of birth, commercial register number, authority to represent the company, contact person, business address and other addresses of the Client, telephone number, fax number, email address, bank details, credit card information, VAT ID number) may be collected, stored, and processed by automated means for the purpose of fulfilling the contract and providing customer support, as well as for our own advertising purposes, such as sending offers, promotional brochures, and newsletters (in paper and electronic form), and for the purpose of referencing the existing or former business relationship with the client (reference). The client agrees to receive electronic mail for advertising purposes until such consent is revoked. This consent may be revoked at any time in writing via email, fax, or letter. The client hereby fully agrees to the privacy policy available at the following link: https://schrauberblog.at/datenschutz
10.2. Confidentiality Obligation:
Both parties agree to maintain confidentiality regarding all business, technical, and strategic information that becomes known to them in the course of their collaboration. This confidentiality obligation is valid indefinitely, even after the termination of the contract. Excluded from this confidentiality obligation is information that:
are or become publicly known without this being attributable to a breach of duty,
have been disclosed by third parties who are not bound by a confidentiality obligation, as well as
must be disclosed by law or by a government agency.
In the event of a breach of the agreed obligation, the party at fault is obligated to compensate for any damages resulting from the breach of the confidentiality obligation.
11. Severability Clause:
If any provision of these Terms and Conditions or of the contractual relationship is or becomes invalid, void, or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that most closely approximates the economic purpose of the invalid provision.
12. Final Provisions:
Any amendments or additions to these Terms and Conditions and all related agreements must be made in writing. This also applies to any amendment or waiver of this written form requirement. Verbal side agreements are invalid unless confirmed in writing by both parties.
