1.1 These General Terms and Conditions (the "Terms") apply to all contracts and business relationships concerning web design services between DesignTribe, owner Nicolas Mondré, Louise-Martini-Weg 3 Top 17, 1030 Vienna, Austria (the "Service Provider") and its clients (the "Client").
1.2 Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless the Service Provider has expressly agreed to their application.
2.1 The contract is concluded when the Client accepts a written offer from the Service Provider, or when the Service Provider confirms the Client's order in writing.
2.2 Verbal side agreements and assurances require written confirmation by the Service Provider in order to be effective.
3.1 The scope of the web design services results from the description of services set out in the respective offer.
3.2 The design phase comprises the revision rounds defined in the offer. Upon written approval of the design drafts by the Client, these shall be deemed bindingly approved.
3.3 Change requests made after design approval or during the development phase that go beyond the approved designs shall be deemed additional services and will be invoiced according to actual time spent at the hourly rate agreed in the offer.
3.4 Change or supplementary requests submitted after completion of the project, acceptance or invoicing shall be deemed a separate order. Such services are not covered by the original scope of services and will be invoiced at the agreed hourly rate or on the basis of a separate offer.
4.1 Remuneration is based on the amount agreed in the offer. All prices are exclusive of statutory value added tax.
4.2 Unless otherwise agreed, payments are due within 14 days of the invoice date without deduction.
4.3 The Client shall be in default upon expiry of the payment period pursuant to Clause 4.2 without any further reminder. In the event of default, default interest of 9.2 percentage points above the base rate shall be charged in business-to-business transactions, and default interest at the statutory rate shall be charged to consumers. In business-to-business transactions, the Service Provider shall additionally be entitled to the flat-rate compensation for collection costs pursuant to Section 458 of the Austrian Commercial Code (UGB) in the amount of EUR 40, as well as to reimbursement of necessary reminder and debt collection costs.
5.1 The Client undertakes to provide the Service Provider with all necessary information, materials and access credentials in good time. The Client is further obliged to provide project-related responses — in particular feedback, approvals and correction instructions — in a timely manner.
5.2 If the Client fails to comply with its duties to cooperate and the Service Provider incurs additional expenditure as a result, the Client is obliged to remunerate such additional expenditure at the hourly rate agreed in the offer, or otherwise at the Service Provider's hourly rate applicable at the time.
5.3 If no project-related response within the meaning of Clause 5.1 is received over a period of 30 calendar days, the Service Provider is entitled to request the Client in writing (email being sufficient) to cooperate, setting a grace period of 14 calendar days. In such request, the Service Provider will expressly draw the Client's attention to the legal consequences set out in Clause 5.4.
5.4 If this grace period also elapses without result, the Service Provider is entitled to declare the project terminated by written declaration. In such case, the Service Provider shall be entitled to the full agreed remuneration. The parties acknowledge that the Service Provider reserves personnel and third-party service capacities on a binding basis for the execution of the project, which as a rule cannot be otherwise utilised if they cease to be required at short notice. The Service Provider shall only have to credit what it actually saves as a result of the discontinuation of further performance; the parties hereby set this saving at a flat rate of 10 % of the parts of the services not yet rendered. The Client remains entitled to prove that the saving was substantially higher.
5.5 In relation to consumers within the meaning of the Austrian Consumer Protection Act (KSchG), Clause 5.4 applies with the proviso that the Service Provider shall credit the expenses actually saved as well as any amounts earned through alternative use of the released capacities.
5.6 Resumption of the project following termination pursuant to Clause 5.4 requires a separate written agreement. The Service Provider is entitled to make resumption conditional upon full payment of the final invoice and upon payment of a reasonable resumption fee.
5.7 Delays caused by late or omitted cooperation on the part of the Client shall result in a corresponding postponement of agreed performance and completion dates. Any further claims of the Service Provider remain unaffected.
6.1 After handover of the completed services, the Client shall inspect them within 14 days and accept them in writing. If no written refusal of acceptance specifying material defects is issued within this period, the services shall be deemed accepted. Immaterial defects do not entitle the Client to refuse acceptance.
6.2 Defects must be notified to the Service Provider in writing without undue delay. In the case of justified notices of defects, the Service Provider will remedy the defects within a reasonable period.
7.1 The Service Provider shall only be liable for damage caused by intent or gross negligence. For slight negligence, the Service Provider shall be liable only in the event of a breach of material contractual obligations. Liability for personal injury and liability under the Austrian Product Liability Act remain unaffected.
7.2 Liability is limited to foreseeable damage typical for this type of contract. Liability for indirect damage and consequential damage is excluded.
7.3 The Client warrants that it holds all necessary rights of use and copyrights in the content it provides (images, videos, texts, graphics, etc.) and that such content is free from third-party rights. The Client shall indemnify and hold the Service Provider harmless against all third-party claims arising from an infringement of copyrights, trade mark rights or other protective rights by the content provided.
7.4 Exclusion of liability for legal content
As part of our services, we generally provide legal texts required for websites or online shops. These include in particular texts for the legal notice (imprint), the privacy policy, general terms and conditions for end customers, and cancellation policies. These texts are created using external generators, for example in the course of our agency partnership with eRecht24. Unless otherwise agreed, these texts are provided automatically.
The texts provided constitute non-binding templates and do not replace individual legal advice. They are generated on the basis of general information about the project and the functionalities integrated, without any claim to completeness or legal accuracy in the individual case.
We expressly point out that, as a web design agency, we are not permitted to provide legal services. Legal responsibility for the completeness, accuracy and currency of the legal texts used lies with the website operator or shop operator. We expressly recommend having all legal texts reviewed individually by qualified legal counsel prior to publication.
7.5 The Service Provider's liability is limited in amount to the net order value of the respective project.
8.1 Rights of use in the works created shall only be granted after full payment of all claims arising from the respective project.
8.2 Upon full payment, the Client receives a right of use in the works created that is unlimited in time and territory, non-exclusive, and granted for the contractually intended purpose. Transfer to third parties, modification by third parties, and exploitation beyond the contractual purpose require the prior written consent of the Service Provider.
8.3 The Service Provider is entitled to name and display the works created for reference and self-promotional purposes (portfolio, website, social media, award submissions). The Client may object to this in writing at any time.
9.1 The Service Provider undertakes to treat all information and data received in the course of the contractual relationship as confidential and to use it only within the scope of performing the contract. This confidentiality obligation is supplemented by the provisions set out in Clause 10.
9.2 The Client consents to the processing of its personal data within the scope of performance of the contract. Further information is contained in the Service Provider's privacy policy.
10.1 The Service Provider undertakes to treat as strictly confidential all information, documents, data and trade secrets of the Client of whatever kind that become known in the course of the cooperation. Such information may be used exclusively for the purpose of fulfilling the respective contract and may not be passed on to third parties or otherwise disclosed without the express written consent of the Client.
10.2 The obligation of confidentiality shall continue to apply beyond the termination of the contractual relationship.
10.3 Excluded from the confidentiality obligation is information
(a) that was demonstrably already known to the Service Provider prior to disclosure by the Client,
(b) that is or becomes publicly known without breach of this agreement, or
(c) that must be disclosed on the basis of statutory provisions or an official or court order.
10.4 The Service Provider shall oblige any subcontractors or vicarious agents engaged in the performance of the contract to comply with corresponding confidentiality obligations.
11.1 Amendments and additions to these Terms must be made in writing. This also applies to any waiver of the written form requirement.
11.2 Where these Terms provide for written form, transmission in text form without a signature shall be sufficient, in particular by email or via the messenger services used between the parties for project communication. Declarations pursuant to Clauses 5.3 and 5.4 must in any event also be transmitted by email to the email address last provided by the Client, and shall be deemed received at the end of the working day following dispatch.
11.3 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
11.4 The law of the Republic of Austria shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Vienna, to the extent legally permissible.
11.5 These Terms are provided in German and English. This English version is a translation for convenience only. In the event of any discrepancy or dispute regarding interpretation, the German version shall prevail.
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