Terms & Conditions

Scope of Application

1. These General Terms and Conditions (“GTC”) apply to all present and future business relationships between LUDWINA GmbH, Mühlgasse 4, 6700 Bludenz, Austria, registered in the commercial register of the Regional Court of Feldkirch under FN 681443 y, phone +43 680 1525254, e-mail hi@bueroludwina.at (the “Agency”), and its clients (the “Client”).

2. These GTC apply exclusively vis-à-vis entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB).

3. These GTC apply exclusively. Terms and conditions of the Client do not become part of the contract, even if the Agency does not separately object to them or performs services in knowledge of them. Any deviation requires the Agency’s written consent in the individual case.

4. Offers of the Agency are non-binding. Orders and change requests become binding only upon the Agency’s written confirmation.

5. In the event of conflicts between contractual documents, the following order of precedence applies: individual written agreement, project-specific documents, offer, these GTC. The more specific document prevails.

6. Amendments to these GTC will be communicated to the Client in writing and are deemed agreed unless the Client objects in writing within 14 days. The notification will expressly identify the amended provisions and the consequences of the Client’s silence. Material service content and fees cannot be amended in this manner.

Presentations, Concepts and Protection of Ideas

1. If the Client invites the Agency to develop a concept or presentation prior to the conclusion of a main contract and the Agency accepts this invitation, a separate contractual relationship (“Pitching Contract”) is thereby established, to which these GTC apply.

2. The Client acknowledges that the Agency already renders substantial intellectual and economic advance performance in creating a concept.

3. Linguistic, graphic, photographic and cinematographic elements of the concept are protected by copyright under the Austrian Copyright Act (UrhG) insofar as they attain the required level of originality. Any use or adaptation by the Client without the Agency’s consent is prohibited.

4. In addition, a concept regularly contains advertising ideas and creative approaches (such as slogans, copy, visual worlds, formats, campaign mechanics) that do not attain a level of originality. The Client undertakes not to commercially exploit such ideas disclosed in the course of the presentation, or to have them exploited by third parties, outside the scope of a main contract concluded subsequently.

5. If the Client is of the opinion that ideas presented were already known to the Client prior to the presentation, the Client shall notify the Agency by e-mail within 14 days of the presentation and provide suitable documentary evidence with a chronological attribution. Otherwise, the idea is deemed newly contributed by the Agency; if the Client uses it, the Agency’s performance is deemed meritorious.

6. The Client may release itself from the obligation under clause 2.4 by paying reasonable compensation plus statutory value added tax; the fee stated in the cost estimate is deemed reasonable. The release takes effect only upon receipt of payment in full.

Scope of Services

1. The scope of services owed follows from the Agency’s written order confirmation or the written contract. Subsequent changes require the Agency’s written confirmation. Within the framework defined by the Client, the Agency has creative freedom.

2. The Client shall review and approve all services and interim deliverables provided by the Agency (in particular drafts, layouts, wireframes, designs, photographs, videos, editorial plans and files) within a reasonable period. Delayed approvals may postpone agreed schedules; the Agency accepts no liability for such delays or any consequential damage resulting therefrom.

Client’s Duties to Cooperate

1. The Client shall provide the Agency with all information and materials required for the performance of the services in a timely and complete manner and shall inform the Agency without delay of all circumstances relevant to the execution of the order – including those that become known only during execution. Additional expenses caused by incorrect, incomplete or subsequently changed information or by delays attributable to the Client shall be borne by the Client.

2. Before handover, the Client shall verify that materials provided by it (e.g. images, photographs, logos, texts, trademarks) are free of third-party rights and may be used for the agreed purpose, and warrants the same. If third parties assert claims against the Agency on account of such materials, the Client shall fully indemnify and hold the Agency harmless, including in particular reasonable costs of legal defence. The Client shall support the Agency in defending such claims and provide all necessary documents and information.

3. The Client warrants that it has obtained all consents and legal bases required for the processing, storage and transfer of personal data of third parties.

Third-Party Services and Subcontractors

1. The Agency is entitled, at its own discretion, to perform services itself, to involve qualified third parties as vicarious agents, or to subcontract services (“third-party services”).

2. Third parties are commissioned in the Agency’s own name or – upon prior notice – in the name and for the account of the Client. The Agency selects third parties with due care and ensures their professional qualification.

3. Obligations towards third parties that have been disclosed to the Client and extend beyond the term of the contract (e.g. licence terms, media bookings) shall be assumed by the Client. This also applies if the contract is terminated for good cause.

Deadlines

1. Delivery and performance dates are non-binding unless expressly agreed as binding in writing and confirmed by the Agency in writing.

2. The Agency is not in default insofar as a delay results from the Client’s breach of its duties to cooperate, in particular failure to provide complete materials, to grant approvals or to attend agreed appointments.

3. In the event of delays for reasons beyond the Agency’s control (in particular force majeure and comparable unforeseeable events), the performance obligations are suspended for the duration and to the extent of the impediment; deadlines are extended accordingly. If the impediment lasts longer than two months, both parties are entitled to withdraw from the contract.

4. In the event of default by the Agency, the Client may withdraw from the contract only after setting a written grace period of at least 14 days. Claims for damages due to default or non-performance require intent or gross negligence.

Early Termination

1. The Agency may terminate the contract with immediate effect for good cause, in particular if (a) performance is impossible for reasons within the Client’s sphere or continues to be delayed despite a 14-day grace period; (b) the Client repeatedly breaches material contractual obligations – in particular payment or cooperation duties – despite a written reminder and a 14-day grace period; (c) there are justified doubts as to the Client’s creditworthiness and the Client neither makes an advance payment nor provides suitable security; or (d) insolvency proceedings are opened over the Client’s assets or not opened for lack of cost-covering assets, or the Client suspends its payments.

2. The Client may terminate the contract with immediate effect for good cause, in particular if the Agency repeatedly breaches material contractual obligations despite a written reminder and fails to remedy the breach within 14 days.

Fees, Payment, Retention of Title

1. The Agency’s fee entitlement arises upon rendering of the respective (partial) service. Invoices are due for payment without deduction within 14 days of receipt; this also applies to recharged cash expenses and disbursements. Delivered items remain the property of the Agency until payment in full, including ancillary claims.

2. The Agency is entitled to request payments on account and to issue interim and advance invoices.

3. All fees are net amounts plus statutory value added tax. Services not expressly covered by the agreed fee, as well as cash expenses, are invoiced separately.

4. Cost estimates are non-binding and do not constitute an offer; in case of doubt they are free of charge. Drafts, plans, calculations and other documents remain the intellectual property of the Agency even after the order has been placed and may be exploited or passed on to third parties only with the Agency’s express written consent.

5. The agreed fee is also due for work that the Client does not implement, for whatever reason; the set-off rule of Section 1168 of the Austrian Civil Code (ABGB) is excluded. Payment does not create any right of use in non-implemented work; non-implemented concepts, drafts and documents shall be returned or destroyed without delay.

6. In the event of late payment, statutory default interest for business transactions applies. In addition, the Agency is entitled to a lump sum of EUR 40.00 pursuant to Section 458 UGB as compensation for collection costs; collection and enforcement costs exceeding this amount are governed by Section 1333 (2) ABGB. Further claims remain reserved.

7. In the event of late payment, the Agency may declare all (partial) services rendered under other contracts with the Client immediately due and may withhold further services until payment in full. The Client’s obligation to pay the fee remains unaffected.

8. Where payment in instalments has been agreed, acceleration applies: if the Client fails to pay even one instalment or ancillary claim on time, the entire outstanding amount becomes immediately due.

9. Set-off against counterclaims of the Client is permitted only if such claims have been acknowledged by the Agency in writing or established by a court.

Copyright and Rights of Use

1. All services of the Agency – including presentations, drafts, sketches, concepts, layouts, photographs and films – are services protected by copyright. All copyrights remain with the Agency. Upon payment of the agreed fee in full, the Client acquires the non-exclusive, non-transferable right to use the services for the agreed purpose, in the agreed scope and for the agreed period.

2. Any use beyond the originally agreed purpose requires the Agency’s consent, irrespective of whether the service is protected by copyright.

3. The granting of licences and rights of use is reserved exclusively to the Agency and requires a separate agreement; such rights may be limited in time and territory. Unless otherwise agreed, a right of use unlimited in time but limited to the territory of the Republic of Austria is deemed granted. No rights are granted for products not covered by the scope of services. The rights to reproduce, modify, pass on to third parties and otherwise use the work remain reserved to the Agency.

4. The right of adaptation remains with the Agency unless expressly transferred in writing. Where a right of adaptation has been granted, the author’s designation may not be used in a way that makes the adaptation appear to be an original.

5. Where licence rights are purchased for the services (e.g. stock material, fonts, music), the Client shall ensure that the use does not exceed the substantive, temporal and territorial scope of the licence.

6. Unless separately agreed, the Agency does not monitor purchased rights (images, stock material, fonts, domains, software and other licences) for expiry and does not warn of their expiration. Timely renewal of rights of limited duration is the Client’s responsibility.

Attribution and Reference

1. The Agency is entitled to indicate its authorship or its name on all advertising materials and in connection with all advertising measures, without any compensation being owed to the Client.

2. The Agency may refer to the business relationship in its own advertising media, in particular on its website and in social media, using the Client’s name and logo (reference marketing), without any compensation being owed to the Client.

Warranty

1. Defects shall be notified without delay, at the latest within eight days of delivery/performance, and hidden defects within eight days of their discovery, in writing and with a specific description of the defect. The parties agree that this period is reasonable within the meaning of Section 377 UGB. If the duty to notify is breached, the service is deemed approved; warranty and damage claims as well as avoidance for error regarding the absence of defects are excluded.

2. In the case of a justified and timely notice of defects, the Client is entitled to rectification or replacement; the Client shall grant the Agency a reasonable period of at least 14 days for this purpose. If rectification is impossible or would involve disproportionate effort for the Agency, the Agency may refuse it; in that case, the Client is entitled to rescission or price reduction, provided the statutory requirements are met. In the case of rectification, the Client shall deliver the defective (physical) item at its own expense.

3. The Agency is not obliged to remedy a defect as long as circumstances within the Client’s sphere prevent the remedy and the Client does not eliminate them within a reasonable period.

4. The Agency does not warrant the performance of third parties commissioned in the name and for the account of the Client pursuant to clause 5.2.

5. The Agency’s services are creative work; within the contractual framework, the Agency has creative freedom. The Agency does not owe conformity of the result with the Client’s subjective expectations, provided the result meets the requirements set out in the order confirmation. Mere dislike of the result does not constitute a warranty claim.

6. It is the Client’s responsibility to verify the legal admissibility of the services (in particular under competition, trademark, copyright and administrative law). A legal review by the Agency is not part of the contract unless expressly agreed in writing.

7. The warranty period is six months from delivery/performance. Recourse claims against the Agency pursuant to Section 933b (1) ABGB expire twelve months after delivery/performance. The presumption of Section 924 ABGB is excluded.

Liability

1. The Agency is liable for property damage and financial loss of the Client only in cases of intent and gross negligence; liability for slight negligence is excluded, except for personal injury. The burden of proving gross negligence or intent lies with the Client. To the extent permitted by law, compensation for consequential damage, pure financial loss, lost profit, loss of interest, unrealised savings and damage arising from third-party claims is excluded.

2. The Client is liable to the Agency for damage and additional expense arising from the fact that data and materials provided by the Client infringe third-party rights, contain unlawful content or are unfit for the performance of the services, and shall indemnify and hold the Agency harmless in this respect.

3. The Agency is not liable for claims asserted against the Client on the basis of the services rendered by the Agency, provided the Agency has complied with any duty to inform or such duty was not discernible to it; slight negligence is harmless in this respect. In particular, the Agency is not liable for litigation costs, the Client’s own legal fees, costs of publishing judgments or other third-party claims; the Client shall indemnify and hold the Agency harmless in this respect.

4. Damage claims of the Client lapse six months after knowledge of the damage and, in any event, three years after the act giving rise to the claim. Liability is limited in amount to the net order value.

Social Media and Platform Services

1. The Client acknowledges that operators of social media and advertising platforms (e.g. Meta, TikTok, Google, LinkedIn; “Platforms”) reserve the right in their terms of use to reject, restrict or remove content and advertisements at any time without stating reasons, and that there is no entitlement to the delivery of content. There is therefore an incalculable risk that content or campaigns may be temporarily or permanently unavailable – for instance following reports by other users; restoration may take time.

2. The Agency performs its services on the basis of the Platforms’ terms of use and policies as applicable from time to time, over which it has no influence. By placing an order, the Client acknowledges that these terms co-determine the rights and obligations of the contractual relationship. The Agency executes orders in compliance with platform policies to the best of its knowledge but cannot guarantee the permanent availability of content and campaigns.

Written Form

1. Amendments and supplements to these GTC and to the contract must be made in writing; this also applies to any waiver of the written form requirement. There are no verbal side agreements.

Severability

1. Should individual provisions of the contract or of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.

Governing Law

1. All legal relationships between the Agency and the Client are governed exclusively by Austrian substantive law, to the exclusion of its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

Place of Performance and Jurisdiction

1. The place of performance is the Agency’s registered seat. In the case of dispatch, risk passes to the Client upon handover to the carrier selected by the Agency.

2. For all disputes arising out of or in connection with the contractual relationship, the parties agree on the jurisdiction of the court having subject-matter jurisdiction at the Agency’s registered seat. The Agency is also entitled to sue the Client at the Client’s general place of jurisdiction.

This English version is a convenience translation. In case of discrepancies, the German version shall prevail.

Version: August 2026