1. Scope and Contract Conclusion

1.1 Conquest Werbeagentur GmbH (hereinafter referred to as "Agency") provides its services exclusively based on the following General Terms and Conditions (GTC). These apply to all legal relationships between the agency and the client, even if not explicitly referenced. The GTC are only applicable for legal relationships with entrepreneurs, hence B2B.

1.2 The version valid at the time of contract conclusion is decisive. Deviations from these, as well as other supplementary agreements with the client, are effective only if confirmed in writing by the agency.

1.3 Any terms and conditions of the client are not accepted, even if known, unless otherwise expressly agreed in writing in individual cases. The agency explicitly contradicts the client's GTC and further objections to the client's GTC by the agency are not required.

1.4 Changes to the GTC will be notified to the client and are deemed agreed upon if the client does not object to the amended GTC in writing within 14 days; the client is expressly informed about the significance of silence in the communication.

1.5 Should individual provisions of these General Terms and Conditions be ineffective, this does not affect the validity of the remaining provisions and the contracts concluded based on them. The ineffective provision is to be replaced by an effective provision that comes closest to the purpose.

1.6 The agency's offers are non-binding and subject to change.

2. Social Media Channels

The agency explicitly informs the client prior to commissioning that the providers of "Social Media Channels" (e.g., Facebook, hereinafter briefly: providers) reserve the right in their terms of use to reject or remove advertisements and appearances for any reason. Providers are therefore not obligated to forward content and information to users. Consequently, there exists an uncontrollable risk by the agency that advertisements and appearances may be removed without cause. In case of a complaint by another user, the providers do allow the possibility for rebuttal, but even then, the content is immediately removed. Restoring the original, lawful state may require some time. The agency operates based on these providers' terms of use, over which it has no control, and also bases the client's order on them. The client expressly acknowledges upon placing the order that these terms of use partially 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 comply with "Social Media Channels" guidelines. Due to the current terms of use and the easy possibility for any user to allege legal violations, thus achieving removal of content, the agency cannot guarantee that the commissioned campaign will always be retrievable.

3. Concept and Idea Protection

If the potential client has already invited the agency in advance to create a concept and the agency follows this invitation before the conclusion of the main contract, the following regulation applies:

3.1 Already by the invitation and the acceptance of the invitation by the agency, the potential client and the agency enter into a contractual relationship ("Pitching Contract"). This contract is also based on the GTC.

3.2 The potential client acknowledges that the agency already incurs cost-intensive preliminary services with concept development, although the client himself has not yet assumed any performance obligations.

3.3 The concept is subject to the protection of the Copyright Act in its linguistic and graphic parts, insofar as these achieve work height. Utilization and processing of these parts without the agency's consent is not permitted to the potential client due to the Copyright Act.

3.4 The concept also contains advertising-relevant ideas that do not reach work height and thus do not enjoy the protection of the Copyright Act. These ideas are at the beginning of every creation process and can be defined as the spark of all later creations and thus as the origin of the marketing strategy. Therefore, the elements of the concept that are unique and give the marketing strategy its distinctive character are protected. Ideas within the meaning of this agreement shall particularly be regarded as advertising slogans, advertising texts, graphics and illustrations, advertising media, etc., even if they do not achieve work height.

3.5 The potential client commits to refrain from economically exploiting or allowing the exploitation of or using or allowing the use of these creative advertising ideas presented by the agency within the scope of the concept outside the corrective of a subsequently concluded main contract.

3.6 If the potential client believes that the agency has presented ideas to him that he had already conceived before the presentation, he must notify the agency within 14 days after the day of the presentation by email, providing evidence that allows for chronological assignment.

3.7 In the opposite case, the contractual parties assume that the agency has presented the client with a new idea for him. If the idea is used by the client, it is assumed that the agency has become merit-worthy.

3.8 The potential client can free himself from his obligations under this point by paying reasonable compensation plus 20% VAT. The release occurs only after the full receipt of payment of the compensation by the agency.

4. Scope of Services, Order Processing and Client's Obligations

4.1 The scope of services to be rendered results from the service description in the agency contract or any order confirmation by the agency, as well as any briefing protocol ("Offer Documents"). Subsequent changes to the service content require written confirmation by the agency. Within the framework provided by the client, the agency has the freedom to design the execution of the order.

4.2 All services of the agency (especially all preliminary drafts, sketches, final artwork, digital proofs, blueprints, copies, color prints, and electronic files) are to be checked by the client and approved within three working days of receipt. If this period passes without response from the client, they are deemed approved by the client.

4.3 The client will provide the agency with all information and documents necessary for the service promptly and in full. They will inform the agency of all circumstances relevant to the execution of the order, even if they only become known during the execution of the order. The client bears the expense arising from works having to be repeated or delayed due to incorrect, incomplete, or subsequently changed information by the client.

4.4 Furthermore, the client is obligated to check the documents provided for the execution of the order (photos, logos, etc.) for possible copyright, trademark, sign rights, or other third-party rights (rights clearing) and guarantees that the documents are free of third-party rights and can be used for the intended purpose. The agency is liable in the case of mere negligence or after fulfilling its duty of warning – definitely within the internal relationship with the client – not for a violation of such rights by the documents provided. If the agency is held liable by a third party due to such a violation, the client is obligated to indemnify and hold the agency harmless; they must compensate for all disadvantages incurred by the agency due to third-party claims, particularly the costs of adequate legal representation. The client is committed to supporting the agency in defending against third-party claims, providing the agency with all documents unsolicited.

5. Outsourced Services / Commissioning Third Parties

5.1 The agency is at free discretion entitled to execute the service itself, to engage knowledgeable third parties as vicarious agents in the provision of contractual services and/or to substitute such services ("Outsourced Service").

5.2 Commissioning third parties within outsourced services is done either in the agency's name or in the client's name. The agency will select these third parties carefully and ensure they possess the necessary professional qualifications.

5.3 The client must comply with obligations towards third parties that extend beyond the contract duration. This is expressly valid in cases of termination of the agency contract for important reasons.

6. Deadlines

6.1 Specified delivery or performance periods apply only as approximate and non-binding unless explicitly agreed as binding. Binding schedule agreements must be documented in writing or confirmed in writing by the agency.

6.2 If delivery/performance by the agency is delayed due to reasons beyond its control, such as acts of God and other unforeseen events that cannot be avoided with reasonable means, obligations to perform rest for the duration and extent of the obstacle, and deadlines are extended accordingly. If such delays exceed two months, the client and the agency are entitled to withdraw from the contract.

6.3 If the agency is in default, the client can only withdraw from the contract after granting the agency a reasonable grace period of at least 14 days in writing, which expires fruitlessly. Claims for compensation due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.

7. Early Termination

7.1 The agency is entitled to dissolve the contract with immediate effect for important reasons. An important reason exists, particularly if a) the execution of the service becomes impossible for reasons attributable to the client, or continues to be delayed despite setting a grace period of 14 days; b) the client persistently, despite written admonition with setting a grace period of 14 days, violates essential obligations from this contract, such as payment of an amount due or obligations to cooperate; c) justified doubts concerning the client's credit standing exist, and they do not provide advance payments or adequate security upon the agency's request;

7.2 The client is entitled to dissolve the contract without setting a grace period for important reasons. An important reason exists, particularly if the agency persistently violates essential provisions of this contract despite written admonition with a reasonable grace period of at least 14 days to remedy the contract violation.

8. Fee

8.1 Unless otherwise agreed, the agency's fee claim arises for each individual service as soon as it is rendered. The agency is entitled to request advances to cover its expenses. For an order volume with an (annual) budget of €10,000,– or orders extending over a longer period, the agency is entitled to issue interim or advance invoices or demand advance payments.

8.2 The fee is a net fee plus VAT at the statutory rate. Unless agreed otherwise in specific cases, the agency is entitled to a fee at market rate for the services provided and the transfer of copyright and trademark rights.

8.3 All agency services not explicitly covered by the agreed fee are compensated separately. All cash expenses incurred by the agency are to be reimbursed by the client.

8.4 Agency estimates are non-binding. If it becomes apparent that the actual costs will exceed the agency's estimated costs by more than 15%, the agency will inform the client of the higher costs. The cost overrun is deemed approved by the client if they do not object in writing within three working days after this notice and simultaneously present cost-saving alternatives. If it is a cost overrun up to 15%, no separate notification is necessary. This cost estimate overrun is deemed approved by the client from the outset.

8.5 If the client changes or terminates commissioned work unilaterally without involving the agency – notwithstanding the agency's ongoing support – they must compensate the agency for the services rendered up to that point in accordance with the fee agreement and reimburse all incurred costs. Unless the termination is due to grossly negligent or intentional breach by the agency, the client must reimburse the agency the entire agreed fee (commission) for this order, whereby the remuneration deduction of § 1168 AGBG is excluded. Furthermore, the agency must be indemnified against any claims by third parties, particularly agency contractors. With the payment of the fee, the client acquires no usage rights to the services rendered; unused concepts, drafts, and other documents must instead be returned to the agency immediately.

9. Payment, Retention of Title

9.1 The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment conditions are agreed upon in writing in individual cases. This also applies to the onward invoicing of all cash expenses and other costs. The goods delivered by the agency remain the agency's property until the fee is fully paid, including all ancillary claims.

9.2 In case of the client's payment delay, the statutory default interest for business transactions applies. Furthermore, the client commits to compensate the agency for the incurred dunning and collection costs, as far as they are necessary for appropriate legal pursuit. This includes, in any case, the cost of two reminders at the current market rate of at least €20.00 per reminder and one reminder from a lawyer tasked with the collection. The assertion of further rights and claims remains unaffected.

9.3 In the case of the client's payment delay, the agency may immediately demand all services and partial services rendered within other contracts concluded with the client.

9.4 Furthermore, the agency is not obliged to provide further services until the outstanding amount is settled (right of retention). The client's obligation to pay remains unaffected.

9.5 If payment in installments is agreed upon, the agency reserves the right to demand immediate payment of the entire outstanding debt including ancillary claims for late payment of installments or auxiliary claims (loss of term).

9.6 The client is not entitled to offset their claims against the agency's claims, except the client's claim was acknowledged in writing by the agency or judicially determined.

10. Artificial Intelligence and Copyright

10.1 In Austria, the Copyright Act states that a work is only copyright protected if it results from personal intellectual creation (§ 1 para 1 UrhG). Therefore, AI-generated content is generally not copyright protected.

10.2 The agency uses AI-generated images as a basis and subjects them to manual editing. This includes retouching, color and composition adjustments, and creative alterations that introduce individual design handwriting. This editing results in personal intellectual creation that may be copyright protected (§ 2 UrhG). Copyright is held by the agency after manual processing.

10.3 After a completed project, the agency transfers unrestricted and exclusive copyright usage and exploitation rights for the final processed images to the client unless otherwise agreed. Thus, the client attains full authority over the created works.

11. Artificial Intelligence and Disclaimer

The agency ensures not to infringe third-party rights but assumes no liability for unintended similarities with existing works. The responsibility for final use lies with the client.

12. Property Rights and Copyright

12.1 All services of the agency, including those from presentations (e.g., suggestions, ideas, sketches, drafts, scribbles, final artwork, concepts, negatives, slides), also individual parts thereof, remain the property of the agency and can be reclaimed by the agency anytime – particularly at the end of the contract. The client acquires the right of use for the agreed purpose upon payment of the fee. In absence of any alternative agreements, the client may only use the agency's services in Austria. Acquisition of usage and exploitation rights to agency services in every case requires full payment of the fees charged by the agency for this purpose. Usage by the client before this time is based on a loan relationship that can be revoked at any time.

12.2 Changes or edits to agency services, particularly their further development by the client or third parties acting on behalf of the client, are only permissible with express consent from the agency and – as far as the services are copyright protected – the creator.

12.3 For using agency services that exceed the originally agreed purpose and scope of use – regardless of whether the service is copyright protected – the agency's consent is required. The agency and the creator are entitled to separate adequate remuneration for this.

12.4 For using agency services or advertising media for which the agency has developed conceptual or design templates after the termination of the agency contract, regardless of whether this service is copyright protected or not, the agency's consent is still required.

12.5 For usages according to paragraph 4, the agency is entitled to the full agency fee agreed in the expired contract in the 1st year after contract termination. In the 2nd or 3rd year after contract expiration, only half or a quarter of the fee agreed in the contract is payable. There is no agency fee payable from the 4th year after contract termination.

12.6 The client is liable to the agency for any illegal usage at double the appropriate fee for this usage.

13. Labeling

13.1 The agency is entitled to indicate the agency and possibly the creator on all advertising materials and in all advertising measures without entitling the client to a fee.

13.2 The agency, subject to the client's possible written revocation, is entitled to refer to the existing or former business relationship with the client with the name and logo on its promotional materials and particularly on its website (reference notice).

14. Warranty

14.1 The client must notify any defects immediately, but in any case within eight days after delivery/service by the agency, hidden defects within eight days of their discovery, in writing describing the defect; otherwise, the service is deemed approved. In this case, the assertion of warranty and compensation claims as well as the right to contestation based on errors due to defects are excluded.

14.2 In case of justified and timely defect notice, the client has the right to improvement or replacement of the delivery/service by the agency. The agency will remedy the defects within a reasonable period, allowing the client to enable the agency all necessary measures for inquiry and rectification. The agency is entitled to refuse improvement of service if it is impossible or involves disproportionate expense for the agency. In this case, the client holds legal conversion or reduction rights. It is the client's responsibility to deliver the defective (physical) item at their own expense.

14.3 It is also the client's responsibility to check the service's legal, particularly competition, trademark, copyright, and administrative legality. The agency is only obliged to a rough examination of legal compliance. The agency is liable in cases of mere negligence or after fulfilling an eventual warning obligation towards the client not for the legal compliance of content if this was specified or approved by the client.

14.4 The warranty period is six months from delivery/service. The right to regress against the agency according to § 933b para 1 AGBG expires one year after delivery/service. The client is not entitled to withhold payments due to complaints. The assumption rule of § 924 AGBG is excluded.

15. Liability and Product Liability

15.1 In cases of mild negligence, agency liability and that of its employees, contractors, or other agents ("people") for the client's damages, tangible or financial, is excluded, regardless of whether direct or indirect damage, lost profit or consequential damage, delay damage, impossibility, positive breach of obligation, culpability at contract conclusion, due to defective or incomplete service occurs. The injured party must prove gross negligence. Where the agency's liability is excluded or restricted, this also applies to the personal liability of its "people".

15.2 Any agency liability for claims against the client due to services rendered by the agency (e.g., advertising measures) is expressly excluded if the agency met its duty of warning or such was indiscernible by it, with slight negligence not being injurious. Particularly, the agency is not liable for legal costs, personal attorney fees of the client, costs of publication of judgments, and any compensation claims or other third-party claims; the client shall indemnify and hold the agency harmless in this regard.

15.3 Claims for damages by the client lapse six months after the damage becomes known; in any case, three years after the agency's breach of duty. Damage claims are limited in amount to the net order value.

16. Data Protection

The client agrees that their personal data, namely name/company, profession, date of birth, company register number, representation powers, contact person, business address, other addresses of the client, telephone number, fax number, email address, bank connections, credit card data, VAT number) are automatedly ascertained, stored, and processed for the purpose of contract fulfillment and customer care, as well as for the agency's promotional purposes, e.g., to sending offers, promotional brochures and newsletters (in paper and electronic form), as well as for reference purposes about the existing or former business relationship with the client. The client agrees to receive electronic mail for promotional purposes until revoked. This consent can be revoked at any time via email, fax, or letter to the agency's contact details stated in the GTC header.

17. Applicable Law

The contract and all resulting reciprocal rights and obligations and claims between the agency and the client are subject to Austrian substantive law, excluding its referral norms and excluding the UN Sales Convention.

18. Place of Performance and Jurisdiction

18.1 The place of performance is the agency's headquarters. The risk is transferred to the client upon handover to the carrier chosen by the agency.

18.2 The court of competent jurisdiction for all legal disputes arising between the agency and the client related to this contractual relationship is agreed upon as the court materially responsible for the agency's headquarters. Nonetheless, the agency is entitled to sue the client at their general place of jurisdiction.

18.3 As far as natural-person-related designations are indicated in this contract only in masculine form, they refer to both women and men equally. Applying the designation to specific natural persons uses the gender-specific form.