Terms and Conditions

I. General part

1 Validity

1.1. azmplus GmbH, Neulinggasse 28/5, 1030 Vienna (hereinafter referred to as “Agency”) provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These shall apply to all legal relationships between the Agency and the Client, even if no express reference is made to them. Only the German version which can be found here https://azmplus.com/de/allgemeine-geschaeftsbedingungen/ is legal binding – the English version is only for easier reference.

1.2. The version valid at the time of the conclusion of the contract shall be authoritative in each case. 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.

1.3. The customer’s general terms and conditions shall only become an integral part of the contract if the agency has expressly accepted them in writing in the individual case.

1.4. Amendments to the GTC shall be notified to the customer and shall be deemed to have been agreed if the customer does not object to the amended GTC in writing within 14 days; the customer shall be expressly informed of the significance of the silence and of the specifically amended clauses in the notification. This fiction of consent does not apply to the amendment of essential service contents and charges.

1.5. Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the binding force of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision which comes as close as possible to the meaning and purpose.


2 Offers, conclusion of the contract

2.1. Unless otherwise agreed, all offers made by the agency are subject to change and non-binding. We expressly reserve the right to make technical and other changes.

2.2. Likewise, the information contained in catalogues, brochures, advertisements, price lists etc. about the services offered by the agency shall not be binding; only the information expressly confirmed by the agency or the specifications according to the contract shall be authoritative.

2.3. The contract shall be concluded as soon as the order placed by the Client is expressly accepted by the Agency in writing or by e-mail or is actually executed by the Agency.


3 Concept and idea protection

3.1. If the potential client has already invited the agency to prepare a concept in advance and if the agency complies with this invitation before the main contract is concluded, the following provisions shall apply.

3.2. Already through the invitation and the acceptance of the invitation by the agency, the potential client and the agency enter into a contractual relationship (“pitching contract”). The contract is based on these GTC.

3.3. The potential client acknowledges that the agency already provides cost-intensive preliminary services with the concept development, although he has not yet assumed any service obligations himself.

3.4. All rights to the concept and the ideas contained therein, such as advertising slogans, advertising texts, graphics and illustrations, etc., are reserved by the agency. Any commercial use, exploitation, processing and/or transfer to third parties is not permitted to the potential client without the prior consent of the agency.

3.5. If the potential client is of the opinion that ideas were presented to him by the agency which he had already come up with before the presentation, he shall inform the agency of this by e-mail within 14 days of the day of the presentation, citing evidence which allows a chronological attribution.
to give. In the opposite case, the contracting parties shall assume that the agency has presented the potential client with an idea that is new to him. If the idea is used by the client, it shall be assumed that the agency became meritorious in the process.

3.6. The potential client may release himself from his obligations under this point by paying an appropriate compensation plus statutory turnover tax (where applicable). The release shall only come into effect after the full payment of the compensation has been received by the Agency.


4 Scope of services, order processing and cooperation obligations of the client

4.1. The scope of the services to be provided results from the service description in the agency contract or any order confirmation by the agency (“offer documents”). Subsequent changes to the content of the service shall require written confirmation by the agency. Within the framework specified by the customer, the agency shall have freedom of design in the fulfilment of the order.

4.2. The Client shall make available to the Agency in a timely manner and in full all information and documents required for the performance of the service. He shall inform the Agency of all circumstances that are of importance for the execution of the order, even if these only become known during the execution of the order. The customer shall bear the expense incurred by the fact that work has to be repeated or is delayed by the agency as a result of his incorrect, incomplete or subsequently changed information.

4.3. Insofar as the Agency transmits services (in particular all preliminary drafts, sketches, final artwork, brush prints, blueprints, copies, colour prints and electronic files) to the Client for approval, these shall be checked by the Client and approved within no more than five working days of receipt by the Client. After expiry of this period without feedback from the customer, they shall be deemed to have been approved by the customer.

4.4. The customer is furthermore obliged to check the documents (photos, logos, etc.) provided for the execution of the order for any copyrights, 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 fulfilment of its duty to warn – in any case in the internal relationship with the Client – due to an infringement of such third-party rights by documents made available. If a claim is made against the Agency by a third party due to such an infringement of rights, the Customer shall indemnify and hold the Agency harmless; the Customer shall compensate the Agency for all disadvantages incurred by the Agency due to a claim made against it by a third party, in particular the costs of appropriate legal representation. The customer undertakes to support the Agency in the defence against any claims by third parties. The customer shall provide the Agency with all documents for this purpose without being requested to do so.


5 Third-party services / commissioning of third parties

5.1. The Agency shall be entitled, at its own discretion, to perform the service itself, to make use of competent third parties as vicarious agents in the provision of services that are the subject matter of the contract and/or to substitute such services (“third-party service”).

5.2. The commissioning of third parties within the scope of an external service shall take place either in the agency’s own name or in the name of the client, the latter after prior information to the client. The Agency shall carefully select this third party and ensure that it has the necessary professional qualifications.

5.3. The customer shall enter into obligations towards third parties who have been named to the customer and which extend beyond the term of the contract. This shall also expressly apply in the event of termination of the agency contract for good cause.


6 Dates

6.1 Unless expressly agreed as binding, stated delivery or service deadlines are only approximate and non- binding. Binding agreements on deadlines shall be recorded in writing or confirmed by the agency in writing.

6.2 Stated dates and deadlines can only be met if the customer fulfils his obligation to cooperate to the required extent and provides all necessary documents and information in good time and in full. The Agency shall not be responsible for delays in delivery and increases in costs caused by incorrect, incomplete or subsequently changed details and information or documents provided.

6.3 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 by reasonable means, the service obligations shall be suspended for the duration and to the extent of the obstacle and the deadlines shall be extended accordingly. If such delays last for more than two months, the Client and the Agency shall be entitled to withdraw from the contract.

6.4 Partial deliveries and advance deliveries are expressly permitted.

6.5 If the Agency is more than four weeks in arrears with a delivery/service, the Customer may declare withdrawal from the contract for the deliveries/services affected by this 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 customer due to non-fulfilment or delay shall be excluded, except in the case of proof of intent or gross negligence.


7 Early termination of contract

7.1. The agency shall be entitled to terminate the contract with immediate effect for good cause. An important reason shall be deemed to exist in particular if
a) the performance of the service becomes impossible for reasons for which the customer is responsible or is further delayed despite a grace period of 14 days being set;
b) the client continues to breach material obligations under this contract, such as payment of a due amount or duties to cooperate, despite a written warning with a grace period of 14 days;
c) there are justified concerns regarding the creditworthiness of the customer and the customer does not make advance payments at the Agency’s request or provide suitable security prior to the Agency’s performance;
d) the agency’s business activity is discontinued and the client has been informed of this in writing three months beforehand.

7.2. The customer shall be entitled to terminate the contract for good cause without granting a grace period. An important reason shall be deemed to exist in particular if the Agency continues to violate essential provisions of this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the violation of the contract.


8 Fee

8.1. Unless otherwise agreed, the Agency’s fee claim shall arise for each individual service as soon as it has been rendered. The agency shall be entitled to demand advance payments to cover its expenses. From an order volume with an (annual) budget of € 30,000, or such services that extend over a longer period of time, the agency shall be entitled to issue interim or advance invoices or to call for payments on account.

8.2. The fee shall be understood as a net fee plus VAT (if applicable) at the statutory rate. In the absence of an agreement in the individual case, the Agency shall be entitled to a fee in the amount customary in the market for the services rendered and the transfer of the rights of use under copyright and trademark law.

8.3. All services of 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.

8.4. It is agreed that the value of the current fees/prices shall remain stable. The Consumer Price Index 2020 (CPI 2020) published monthly by Statistics Austria or an index replacing it shall serve as a measure for calculating the stable value. The Agency reserves the right to review the current charges annually and to adjust them in accordance with the change in the index figure published for the previous calendar year. The Agency shall announce any increases in good time in advance. The non-exercise of the right to value adjustment does not constitute a waiver of subsequent value adjustments.

8.5. Furthermore, the Agency reserves the right to adjust the prices according to the price list from time to time, irrespective of the change in the CPI 2020. The client shall be informed of this in advance. Such a price adjustment shall come into effect at the earliest 3 months after the end of the month in which the client was informed of the adjustment. If the customer does not agree with the price adjustment, the customer may terminate the contract with one month’s notice as of the day on which the new prices come into effect.

8.6. All cost estimates prepared by the agency are non-binding. If it is foreseeable that the actual costs will exceed those estimated in writing by the Agency by more than 15%, the Agency shall inform the customer of the higher costs. The cost overrun shall be deemed to have been approved by the customer if the customer does not object in writing within three working days of this notification and at the same time informs the agency of less expensive alternatives. In the case of a cost overrun of up to 15%, a separate notification is not required. This cost estimate overrun shall be deemed approved by the customer from the outset.

8.7. If the Client unilaterally changes or discontinues work commissioned without the involvement of the Agency – without prejudice to the Agency’s other ongoing support – the Client shall compensate the Agency for the services rendered up to that point in accordance with the fee agreement and reimburse all costs incurred. Unless the termination is due to a grossly negligent or intentional breach of duty on the part of the Agency, the Client shall also reimburse the Agency in full for the entire fee agreed for this order. Furthermore, the Agency shall be indemnified and held harmless with regard to any claims of third parties, in particular contractors of the Agency. Upon payment of the fee, the client shall not acquire any rights of use to work already performed; rather, concepts, drafts and other documents that have not been executed shall be returned to the agency without delay.


9 Payment, retention of title

9.1. The fee is due for payment upon receipt of the invoice and without deduction, unless special terms of payment are agreed in writing in individual cases. This shall also apply to the charging on of all cash expenses and other expenses. Physical objects delivered by the Agency (e.g. advertising items) shall remain the property of the Agency until full payment of the fee including all ancillary liabilities.

9.2. Any objections to invoices must be made in writing and sufficiently substantiated within two weeks of receipt of the invoice. Failure to raise objections within this period shall be deemed to be an acknowledgement of the invoice.

9.3. In the event of default in payment on the part of the customer, the statutory default interest shall apply at the rate applicable to business transactions. Furthermore, in the event of default in payment, the customer undertakes to reimburse the Agency for the reminder and collection costs incurred, insofar as they are necessary for appropriate legal action. This shall in any case include the costs of two reminders in the usual market amount of currently at least € 20.00 per reminder as well as a reminder letter from a lawyer commissioned with the collection. The assertion of further rights and claims remains unaffected.

9.4. In the event of default in payment on the part of the Client, the Agency shall be entitled to demand immediate payment for all services and partial services rendered under other contracts concluded with the Client.

9.5. The agency reserves the right to defer the execution of orders until outstanding invoices have been paid.

9.6. If payment in instalments has been agreed, the Agency reserves the right to demand immediate payment of the entire outstanding debt in the event that partial amounts or ancillary claims are not paid on time (forward loss).

9.7. The Customer shall not be entitled to set off its own claims against claims of the Agency unless the Customer’s claim has been recognised by the Agency in writing or has been established by a court of law.


10 Property rights and copyright

10.1. All services provided by the agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, final drawings, concepts, negatives, slides), including individual parts thereof, shall remain the property of the agency, as shall the individual workpieces and design originals, and may be reclaimed by the agency at any time – in particular upon termination of the contractual relationship. By paying the fee in full, the client acquires the right of use for the agreed purpose. In the absence of any agreement to the contrary, however, the Client may only use the Agency’s services in the agreed countries. The acquisition of rights of use and exploitation of the Agency’s services shall in any case require full payment of the fees invoiced by the Agency for them. If the Client already uses the Agency’s services before this time, this use shall be based on a loan relationship that can be revoked at any time.

10.2. Changes or adaptations of the Agency’s services, in particular their further development by the Client or by third parties working for the Client, shall only be permitted with the express consent of the Agency and – insofar as the services are protected by copyright – of the author. The release of all so-called. The release of all so-called “open files” is thus expressly not part of the contract. The agency is not obliged to surrender them. I.e. without contractual assignment of the rights of use also for “electronic works”, the client has no legal claim to them.

10.3. The Agency’s consent shall be 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 a separate appropriate remuneration for this.

10.4. The Agency’s consent shall also be required for the use of the Agency’s services or advertising material for which the Agency has prepared conceptual or design templates after the expiry of the Agency Agreement, irrespective of whether this service is protected by copyright or not.

10.5. In the first year after the end of the contract, the agency shall be entitled to the full agency fee agreed in the expired contract for uses pursuant to para. 4. In the 2nd or 3rd year after expiry of the contract only
more than half or a quarter of the remuneration agreed in the contract. From the 4th year after the end of the contract, no more agency remuneration is payable.

10.6. The Client shall be liable to the Agency for any unlawful use in the double amount of the fee appropriate for such use.


11 Labelling

11.1. The Agency shall be entitled to refer to the Agency and, if applicable, to the originator on all advertising media and in all advertising measures, without the Customer being entitled to any remuneration for this.

11.2. 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 by name and company logo (reference).


12 Warranty

12.1. The customer shall report any defects in writing without delay, in any case within fourteen days of delivery/service by the agency, hidden defects within fourteen days of recognising them, describing the defect; otherwise the service shall be deemed to have been approved. In this case, the assertion of warranty claims and claims for damages as well as the right to contest errors due to defects shall be excluded.

12.2. In the event of justified and timely notification of defects, the customer shall be entitled to improvement or replacement of the delivery/service by the Agency. The Agency shall remedy the defects within a reasonable period of time, whereby the customer shall enable the Agency to take all measures necessary to examine and remedy the defects. The Agency shall be entitled to refuse to improve the service if this is impossible or involves a disproportionately high effort for the Agency. In this case, the customer shall be entitled to the statutory rights of conversion or reduction. In the event of improvement, it shall be incumbent on the customer to carry out the transfer of the defective (physical) item at his own expense.

12.3. It shall also be incumbent on the customer to carry out the review of the performance with regard to its legal admissibility, in particular under competition, trademark, copyright and administrative law. The agency shall inform the customer of any legal risks of the content or design of planned advertising measures of which it is aware, unless the customer is also aware. The Agency shall not be liable for the legal admissibility of content in the event of slight negligence or after fulfilling any duty to warn the customer, if such content has been specified or approved by the customer.

12.4. The warranty period is six months from delivery/service. The customer must prove that a defect already existed at the time of handover. If the customer has provided a warranty to a consumer, the statutory right of recourse against the agency shall expire one year after delivery/service to the customer.

12.5. The customer is not entitled to withhold payments due to complaints.


13 Liability and product liability

13.1. In cases of slight and simple gross negligence, liability of the Agency and those of its employees, contractors or other vicarious agents (“people”) for material or financial damage to the Customer shall be excluded, irrespective of whether this relates to direct or indirect damage, loss of profit or consequential damage due to defects, damage due to delay, impossibility, positive breach of contract, culpa in contrahendo, defective or incomplete performance. The existence of gross negligence shall be proven by the injured party. Insofar as the liability of the agency is excluded or limited, this shall also apply to the personal liability of its “people”.

13.2. In general, the Agency shall not be liable – to the extent permitted by law – for indirect, incidental or consequential damages, including lost profits and costs associated with business interruption, or for loss of data. If data backup is expressly included in the contract, the liability in this case shall be limited to a total of 20% of the order value and a maximum of
EUR 10,000, whichever is lower.

13.3. Any liability of the Agency for claims made against the Client 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 to inform or if such a duty was not apparent to it, whereby slight negligence shall not be prejudicial. In particular, the Agency shall not be liable for litigation costs, the Customer’s own legal fees or costs of judgment publications as well as for any claims for damages or other claims by third parties; the Customer shall indemnify and hold the Agency harmless in this respect.

13.4. In the event of the commissioning of external services in accordance with item 5.2, the agency shall be liable exclusively for the careful selection of the third party (fault of selection). Any liability beyond this is excluded.

13.5. Insofar as liability is not entirely excluded under the above provisions, claims for damages shall be limited in amount to the net order value.

13.6. Claims for damages by the customer shall expire six months after knowledge of the damage; in any case, however, after two years from the infringing act by the agency.


14 Loyalty

The contracting parties undertake to be loyal to each other. They shall refrain from any enticement and employment, also via third parties, of employees who have worked on the realisation of the orders, of the other contractual partner for the duration of the contract and 12 months after termination of the contract. The contracting partner violating this shall be obliged to pay liquidated damages in the amount of one year’s salary of the employee.


15 Transfer of rights and obligations

The Agency shall be entitled to transfer its rights and obligations to any universal and individual legal successors of the Agency. The customer hereby gives his consent that a possible legal successor enters into the contractual relationship instead of the agency. The legal succession shall have no effect on the performance of the contract and shall in particular not entitle the customer to terminate the contract.


16 Applicable law

The contract and all mutual rights and obligations derived therefrom as well as claims between the Agency and the Customer shall be governed by Austrian substantive law, excluding its conflict of law rules and excluding the UN Convention on Contracts for the International Sale of Goods.


17 Place of performance and jurisdiction

17.1. The place of performance shall be the registered office 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 carrier chosen by it.

17.2. The court of jurisdiction for all legal disputes arising between the Agency and the Customer in connection with this contractual relationship shall be the court with subject-matter jurisdiction for the Agency’s registered office. Notwithstanding the foregoing, the Agency shall be entitled to sue the Customer at its general place of jurisdiction.

17.3. Insofar as this contract refers to natural persons in the masculine form only, it shall refer to women and men in the same way. When applying the designation to specific natural persons, the respective gender- specific form shall be used.



II. Special part: Terms and conditions for IT Services

1 Scope of application

1.1. In addition to the general part of these GTC, the following terms and conditions shall be deemed agreed for all services provided by the Agency in the field of information technology (IT services), such as, in particular, programming services, IT consulting, implementation, customisation, maintenance or training.

1.2. In the event of contradictions between the general part and the special part, the provisions of the special part shall prevail.


2 Scope of services, acceptance

2.1. The exact scope of the services to be provided by the agency shall be based on the offer documents or the written agency contract or a separate written service description provided by the customer or prepared by the agency against cost calculation on the basis of the documents and information provided to it. This service description shall be checked for correctness and completeness by the customer and released. Change requests occurring at a later date may lead to separate deadline and price agreements.

2.2. Individually created software or programme adaptations require acceptance by the agency at the latest four weeks after delivery. The details of the acceptance shall be mutually agreed between the parties. If the customer allows the period of four weeks to elapse without acceptance, the software supplied shall be deemed to have been accepted. If the customer uses the software in live operation, the software shall be deemed to have been accepted in any case. Any defects occurring in the course of acceptance, i.e. deviations from the service description agreed in writing, shall be reported to the Agency by the Customer with sufficient documentation. If these are significant defects, a new acceptance shall be required after the defects have been remedied.


3 Scope of services web design, web hosting

3.1. Depending on the agreement, the services to be provided by the agency shall include advice in connection with the website to be created, the planning and conception of the website, the design, programming, hosting and ongoing maintenance of the website.

3.2. If the website is hosted by a provider other than the agency at the request of the client, the client alone is responsible for meeting the system requirements with this provider. Coordination work with a provider shall be invoiced according to expenditure. The agency shall point out that programmes developed for the Agency’s server environment may not be ported, or only partially ported, to systems of other providers.

3.3. Web server access data as well as administrator rights for CMS systems will not be handed over to the customer or third parties commissioned by the customer. If the customer insists on the handover of the access data, any warranty claim of the customer against the agency will expire and any repair work will be invoiced at cost.


4 Service delivery, project management

4.1. The performance of the contractual services by the Agency shall take place within the normal working hours of the Agency. If, at the request of the client or due to special circumstances that make this necessary, services are provided outside normal working hours, the additional costs may be invoiced separately.

4.2. Written documentation that goes beyond standard project management (meeting minutes, schedules, cost plans) (e.g. documentation of programming code, style guides, user manuals) must be agreed separately.


5 Change Requests

The agency will endeavour to comply with a change request from the client, insofar as this is technically possible and can be implemented with the existing resources. If a change is likely to require additional expenditure, the change and its effects on the agreed prices and deadlines must be agreed in writing. Until such an agreement has been reached, the Agency shall provide the originally agreed services. If clarification of the effects of a desired change requires extensive examination by the Agency, the Agency shall be entitled to demand remuneration for this according to actual expenditure in accordance with the agreed daily rates. Likewise, the Agency shall be entitled to demand an adjustment of the schedule and the prices if these are based on incorrect information provided by the Client or incorrect assumptions.


6 Rights of use

6.1 Upon payment of the agreed fee, the customer acquires a simple right of use to use the software to the agreed extent for his own business purposes as intended. In the case of Software as a Service (SaaS), the right of use is limited to the duration of the contract. All other rights shall remain with the Agency. The granting of rights does not refer to the source code of the software and the transfer of the source code is expressly not owed. Rights to edit, distribute or make the software publicly available are not granted. In the case of open source software, the rights of the Agency and the Customer shall be governed by the respective open source licence.

6.2 Any use of the software beyond the contractually agreed and intended use is not permitted. In particular, the customer shall not be entitled to reverse engineer or decompile the software, even partially, except in cases where this is necessary to establish interoperability with other computer programs and the agency does not provide the necessary information within a reasonable period and for a reasonable fee despite being requested to do so. The customer shall only be permitted to edit or modify the software in the mandatory statutory cases for the purpose of correcting errors or establishing interoperability with other computer programs. In such a case, the customer shall inform the Agency of the existing need for editing or modification and instruct the Agency to implement it. If the Agency is not prepared to carry out the editing or modification against payment of a reasonable payment within a reasonable period of time, the customer shall be entitled to carry out the necessary processing or changes himself or to have them carried out by third parties.

6.3 The customer may only make backup copies to the extent necessary for the contractual use of the software.

6.4 Any transfer of the software to third parties shall require the prior written consent of the Agency. The customer shall also not be permitted to assign, transfer or grant sub-licences to third parties in respect of the rights of use granted in accordance with paragraph 1 without the prior written consent of the Agency.

6.5 The rights of use granted may be withdrawn by the Agency for good cause. Good cause shall be deemed to exist if the customer infringes the copyrights of the agency or other legal owner, remains in arrears with due payments despite a reminder and the setting of a reasonable period of grace or otherwise breaches essential provisions of the contract. In this case, the customer shall be obliged to delete the software and all copies.


7 Training

Against a separate order, the agency will introduce the client’s personnel to the operation of the software so that they are able to operate the software. It is assumed that the personnel have relevant technical experience. The selection of the personnel shall be the responsibility of the customer.


8 Cooperation obligations of the customer

8.1. The Customer shall notify the Agency immediately of any errors occurring during the use of the contractual software and shall support the Agency in the analysis and elimination of errors within the scope of what is reasonable. This includes, in particular, submitting error reports to the Agency, including documentation of the work steps performed that led to the error, and providing other information suitable for analysing the error.

8.2. The customer is obliged to carry out proper data backups. Data losses that occur due to missing, not regular or faulty data backups are the sole responsibility of the customer and the agency cannot be held liable for this.

8.3. The customer is obliged to install the software updates made available to him within the framework of a maintenance agreement, with which errors or weak points are remedied. Damage caused by failure to install the updates is the responsibility of the customer and the agency cannot be held liable for this.


9 Warranty

9.1. The Agency warrants for a period of ninety (90) days from delivery or provision of the software that it contains the functions specified in the service description and meets the requirements expressly agreed in the contract. In all other respects, the software shall be provided “as is”. The Agency rejects any further warranty and assurance with regard to the software – to the extent permitted by law. In particular, the Agency does not warrant that the software meets the specific requirements of the customer.

9.2. The Agency shall remedy any defects covered by warranty within a reasonable period of time, depending on the severity of the defect complained of, by providing a corrected version of the software that is free of defects or by providing a workaround to avoid the effects of the defect. If there is a material defect which the Agency is unable to remedy commercially, the Agency shall
can be rectified in a reasonable manner within a reasonable period of time, the customer may demand the return of the software against reimbursement of the fee paid by the customer for this. Further claims are excluded.

9.3. If a software maintenance contract has been concluded, defects shall be remedied within the framework of ongoing maintenance in accordance with the terms and conditions of that contract.

9.4. Warranty claims are excluded in the event of subsequent changes to the software by the customer, in the event of errors, malfunctions or damage for which the customer is responsible and which arise, for example, due to improper operation, changed operating system components or a changed software environment or which are based on deviations from the installation requirements.

9.5. Costs for assistance, error diagnosis as well as elimination of errors, malfunctions and damage for which the customer is responsible shall be carried out by the agency against payment.


10 Social media channels

The agency expressly points out to the client 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 appearances for any reason. Accordingly, the providers are not obliged to forward content and information to the users. Therefore, there is a risk, which cannot be calculated by the agency, that advertisements and appearances are removed for no reason. In the case of a complaint by another user, the providers are granted the possibility of a counterstatement, but in this case, too, the content is removed immediately. In this case, it may take some time to restore the original, lawful state. The agency works on the basis of these terms of use of the providers, over which it has no influence, and also bases the order of the customer on these. By placing the order, the customer expressly acknowledges 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 to comply with the guidelines of “social media channels”. However, due to the currently valid terms of use and the simple possibility of each user to claim infringements of rights and thus achieve a removal of the content, the agency cannot guarantee that the commissioned campaign is also retrievable at all times