General Terms and Conditions

Company name	KÖCK-MEDIA GmbH
Company register number	FN 465801 b
VAT ID	ATU71915118
Registered seat	Brunn am Gebirge
Business address	Industriestraße B11, 2345 Brunn am Gebirge
Additional business location	Europaring F13, 2345 Brunn am Gebirge
Managing director	Paul Köck
Email	office@koeck-media.at

1. Scope and contractual basis

These General Terms and Conditions (“GTC”) apply to all services provided by KÖCK-MEDIA GmbH, in particular in the areas of graphic design, advertising technology, printing, digital printing, vehicle/surface wrapping, lettering, installation, concept development, artwork finalisation, production data, online and social media services, and other related agency and production services.

These GTC apply exclusively to transactions with entrepreneurs within the meaning of the Austrian Commercial Code (Unternehmensgesetzbuch) and not to transactions with consumers within the meaning of the Austrian Consumer Protection Act. Separate terms and the applicable mandatory consumer-protection provisions apply to contracts with consumers.

The version of these GTC in effect at the time the contract is concluded shall apply. Deviating, supplementary or conflicting terms proposed by the client shall only apply if expressly confirmed by the agency in writing or by email.

General terms and conditions of the client do not become part of the contract, even if the agency does not expressly object to them in an individual case. The agency hereby expressly objects to the inclusion of the client's terms and conditions.

Changes to these GTC apply only to future orders. For ongoing continuing obligations, changes will be communicated to the client in writing or by email. They are deemed agreed if the client does not object in writing or by email within 14 days of receiving the notice, and the agency has expressly informed the client in the notice of the significance of their silence. Individual orders already completed remain unaffected unless expressly agreed otherwise.

Should any provision of these GTC be or become wholly or partially invalid, unenforceable or void, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a permissible provision that comes as close as possible to the economic purpose of the invalid provision.

Offers made by the agency are non-binding and subject to change unless expressly designated as binding.

2. Formation of contract and acceptance of orders

A contract is formed by written or verbal acceptance of an offer, by written or electronic order confirmation, by the agency actually commencing performance, or by other conclusive conduct of the contracting parties.

Changes, additions or extensions to an order require confirmation by the agency. If a change or extension is made at the client's request, the agency is entitled to invoice the resulting additional effort separately.

The agency is entitled to decline orders without stating reasons, in particular where there are legitimate doubts about the client's creditworthiness, the legal permissibility of the order content, or its technical feasibility.

3. Scope of services and creative freedom

The scope of services to be provided by the agency arises from the respective offer, order confirmation, briefing, service description or other written agreements.

Within the framework specified by the client, the agency has creative and technical freedom in fulfilling the order.

Subsequent changes to the content of the service, additional rounds of revisions, changed client requests, additional data preparation, new formats, changed production specifications or other extensions of the original scope of the order shall be remunerated separately, unless expressly included in the agreed fee.

The agency owes proper, professional performance of the service, but not any specific economic result, in particular no specific sales, reach, ranking, conversion, advertising or search-engine results, unless expressly guaranteed in writing.

4. Review, approval and client's duties to cooperate

The client must provide the agency, in good time and in full, with all information, documents, data, access credentials, logos, texts, images, print data, dimensions, technical specifications and other materials required for proper performance of the service.

The client must promptly review all drafts, final artwork, production data, proofs, layouts, visualisations, views, samples, texts, print data and electronic files submitted by the agency.

If the client expressly approves services, or raises no written objection within three business days of receipt, these services are deemed approved in terms of content, design and technical aspects, to the extent that review is reasonable for the client given the nature and scope of the service.

Once approval has been given, the client is liable in particular for spelling errors, factual accuracy, logos, trademarks, colours, quantities, dimensions, technical specifications, layout approvals, production approvals and other content approved by the client.

Delays, additional costs or errors resulting from incorrect, incomplete, late or subsequently changed information provided by the client shall be borne by the client.

Print, image, logo, text and production data provided by the client are checked by the agency only for obvious technical processability, unless separate data or legal review has been agreed. The client remains responsible in particular for content, resolution, colour mode, scale, bleed, fonts, spelling, trademark rights, copyrights, personality rights and other third-party rights.

5. Third-party rights and rights clearance

The client is obliged to check any documents, data, logos, images, texts, trademarks, photos, graphics, designs, fonts and other materials it provides for copyrights, trademark rights, designation rights, personality rights, usage rights, licence rights and other third-party rights.

The client guarantees that the materials it provides may be used for the agreed purpose and are free of conflicting third-party rights.

If the agency is held liable by third parties due to an alleged or actual infringement of rights based on content provided, approved or specified by the client, the client shall fully indemnify and hold the agency harmless. This includes, in particular, reasonable legal representation costs, settlement payments, damages, licence claims, costs of counter-statements, publication of judgments and other resulting disadvantages.

The client undertakes to support the agency promptly and fully in defending against such claims and to provide all necessary information and documents.

6. Protection of concepts and ideas

If the agency is invited, prior to conclusion of a main contract, to provide concepts, drafts, ideas, presentations, design approaches, texts, layouts, visualisations or other creative preliminary work, a pre-contractual obligation already arises, to which these GTC apply accordingly.

Concepts, drafts, presentations, designs, texts, sketches, layouts, graphics, illustrations, advertising ideas, campaign ideas, slogans, claims and other creative work of the agency may not be used, edited, exploited, passed on or made accessible to third parties, in whole or in part, without the agency's express consent.

This also applies where individual parts do not reach the threshold of copyright originality, provided they give a characteristic imprint to the concept, design or marketing strategy.

If the client uses concepts, drafts, ideas or other creative preliminary work of the agency without a corresponding commission or remuneration, the agency is entitled to charge a reasonable concept and usage fee. The amount is based on the type, scope and economic significance of the use, as well as customary market fees for comparable services.

The client may only rely on the argument that an idea was already known before the presentation if it notifies the agency of this in writing or by email within 14 days of the presentation, providing suitable evidence.

7. Third-party services and subcontracting

The agency is entitled to perform services itself, to engage qualified third parties as vicarious agents, or to commission third-party services in its own name or in the name of the client.

The agency will select third parties carefully and pay attention to their professional qualifications.

If the agency enters into obligations towards third parties in connection with the order that extend beyond the contract term, the client shall bear these costs and obligations, provided they were necessary for fulfilling the order, were known to the client, or were approved by the client.

Third-party costs, material costs, licence costs, shipping costs, platform costs, printing costs, installation costs, travel costs and other cash expenses shall be reimbursed by the client, unless expressly included in the agreed fee.

8. Deadlines, delivery periods and force majeure

Delivery and performance dates are only binding if expressly agreed as binding in writing or by email.

Non-binding dates and deadlines are to be understood as approximate target dates. Delays caused by lack of cooperation from the client, late approvals, late data delivery, technical problems, delivery delays from suppliers, material shortages or other circumstances not attributable to the agency shall reasonably extend agreed deadlines.

Events of force majeure, unforeseeable operational disruptions, power outages, strikes, official measures, supply shortages, transport delays, failures of machinery, IT systems or platforms, and other unforeseeable events that cannot be averted with reasonable means, release the agency from its obligation to perform for the duration and to the extent of the impediment.

If such a delay lasts longer than two months, both contracting parties are entitled to withdraw from the affected order. Services already rendered and costs already incurred shall be reimbursed by the client.

If the agency is in default with a bindingly agreed service, the client may only withdraw from the contract after setting a reasonable grace period in writing of at least 14 days, and after that period has expired without result.

9. Production, printing and installation tolerances

Minor deviations due to material, production or processing factors do not constitute a defect, provided they are customary in the industry and reasonable for the client. This applies in particular to deviations in colours, colour reproduction, colour profiles, monitor and proof display, dimensions, cutting, registration, surface effect, film structure, batches, material behaviour, adhesive strength, drying time, lamination, print image and further processing.

For printed products, films, stickers, lettering, advertising media, installations and custom-made items, minor production-related excess or shortfall quantities, dimensional deviations, colour deviations or material deviations may occur. Such deviations are deemed contractually compliant provided they correspond to the state of the art and industry-customary tolerances.

The client must ensure that installation surfaces are freely accessible, cleaned, dry, load-bearing and suitable for the agreed service. Delays, additional costs or defects resulting from unsuitable surfaces, lack of accessibility, on-site obstacles, contamination, moisture, temperature conditions, paint, colour or material residues, damage to the surface, or subsequent changes shall be borne by the client.

The agency is not obliged to inspect surfaces, glass areas, facades, vehicles, furniture, walls or other installation surfaces for hidden defects, material compatibility or long-term suitability, unless a separate inspection has been agreed.

The agency is not liable for damage, detachment, blistering, colour changes, adhesive residue or other impairments resulting from unsuitable, damaged, contaminated, damp, uncured, non-load-bearing or subsequently altered surfaces, provided the agency has not caused these circumstances through gross negligence or intent.

10. Social media, online platforms and digital services

For services relating to social media, online advertising, websites, search engines, platforms, newsletter systems or other digital services, the agency points out that the operators of such platforms apply their own terms of use, advertising policies, review processes, algorithms and technical systems.

Platform operators, in particular Meta/Facebook, Instagram, TikTok, LinkedIn, Google, YouTube or other third-party providers, may reject, restrict, block, remove or modify content, advertisements, campaigns, accounts, access or functions. The agency has no direct influence over such decisions.

The agency therefore does not guarantee the constant availability, activation, accessibility, reach or visibility of content on third-party platforms, provided it has properly rendered its agreed services.

The client is responsible for the legal permissibility of the content it approves or provides. This applies in particular to advertising, media, trademark, copyright, data protection and competition law requirements.

11. Fees, cost estimates and additional services

The agency's claim to a fee arises for each individual service as soon as it has been rendered, unless expressly agreed otherwise.

The agency is entitled to demand reasonable advance payments, instalments, payments on account or interim invoices. For orders with a net order value of EUR 8,000.00 or more, or for orders extending over a longer period, the agency is entitled to issue interim or advance invoices.

All fees are understood as net amounts plus statutory VAT.

Services not expressly included in the agreed fee shall be invoiced separately. This applies in particular to additional rounds of corrections, data corrections, final artwork, reworking, format adaptations, production changes, express services, additional meetings, additional installations, material changes, project changes and other additional effort.

Cost estimates are non-binding unless expressly designated as binding. The agency will notify the client in advance of foreseeable cost overruns of more than 15%. If the client does not object within three business days of receiving this notice and does not name a more cost-effective alternative, the overrun is deemed approved.

Cost overruns of up to 15% are deemed approved by the client, provided they are objectively justified and necessary for the proper fulfilment of the order.

If the client changes or cancels an order after it has been placed, it must reimburse the agency for services rendered up to that point, costs already incurred, and third-party costs that can no longer be cancelled. Further claims by the agency, in particular under § 1168 of the Austrian Civil Code (ABGB), remain unaffected.

12. Payment, default in payment and retention of title

Invoices from the agency are due for payment immediately upon receipt without deduction, unless other payment terms have been expressly agreed.

In the event of default in payment, the statutory default interest rate for business transactions applies. The client further undertakes to reimburse all reminder, collection and legal fees necessary for appropriate legal action.

The agency is entitled to charge reasonable reminder fees. The right to assert further claims remains reserved.

In the event of default in payment, the agency is entitled to immediately call due all outstanding claims from other orders or contractual relationships with the client.

In the event of default in payment, the agency is entitled to withhold further services until outstanding claims have been paid in full. The client's obligation to pay remains unaffected.

If instalment payment has been agreed, failure to pay an instalment or ancillary claim on time results in loss of the instalment arrangement (Terminverlust). In this case, the agency is entitled to call the entire outstanding claim due immediately.

The client is not entitled to offset its own claims against claims of the agency, unless the counterclaim has been acknowledged in writing by the agency or established by a final court judgment.

Goods, materials, printed products, films, advertising media and other physical work results delivered by the agency remain the property of the agency until full payment of all related claims.

13. Early termination

The agency is entitled to terminate the contract for good cause with immediate effect.

Good cause exists in particular if a) performance of the service becomes impossible for reasons attributable to the client, or continues to be delayed despite a 14-day grace period; b) the client remains in default of payment despite a written reminder and a 14-day grace period; c) the client breaches material duties to cooperate; d) there are legitimate concerns regarding the client's creditworthiness and the client provides neither reasonable advance payment nor sufficient security; e) the client commissions or maintains unlawful, immoral, misleading, discriminatory or otherwise impermissible content; f) continued cooperation is unreasonable for the agency for important reasons.

The client is entitled to terminate the contract for good cause if the agency, despite a written warning and a reasonable grace period of at least 14 days, continues to breach material contractual obligations.

In the event of early termination, the client shall reimburse services already rendered, costs incurred, and third-party costs that can no longer be cancelled, unless the termination was caused by the agency through gross negligence or intent.

14. Ownership, copyright and usage rights

All services of the agency, in particular concepts, drafts, sketches, final artwork, layouts, designs, texts, logos, illustrations, graphics, production data, print data, templates, files, strategies, presentations, campaign ideas and other work results, remain the property of the agency until full payment.

Upon full payment of the agreed fees, the client acquires the usage rights to the services rendered by the agency, to the agreed extent in terms of subject matter, territory and duration.

In the absence of an express agreement, the usage right covers use for the specifically commissioned purpose. For services relating to websites, online shops, social media, digital advertising or other online media, technically inherent worldwide accessibility is deemed included.

Any use, editing, transfer, reproduction, modification, redesign or exploitation beyond the agreed purpose of use requires the agency's prior consent and shall be remunerated separately, unless a more extensive usage right has already been agreed in writing.

The handover of open working files, native files, source files, layout files, project files, open graphic data, fonts, raw data, templates, program files or other editable data is only owed if expressly agreed.

The client is not entitled to have the agency's services edited, replicated, further developed, altered or otherwise used beyond the agreed purpose by third parties without the agency's consent.

If the client uses the agency's services before full payment has been made, such use occurs only on a basis revocable at any time. In the event of default in payment, the agency is entitled to prohibit use or revoke further use.

For any unauthorised use, editing, transfer or exploitation, the agency is entitled to a reasonable usage fee. Further claims for damages and injunctive relief remain unaffected.

15. Attribution and references

The agency is entitled to reasonably indicate its involvement on produced advertising media, printed products, digital media, websites, designs or other work results, provided this is customary in the industry and reasonable for the client.

The agency is entitled to refer to the business relationship with the client using its name, company logo, project description and images of the services rendered, and to use this as a reference.

Reference is made only after the project has been published or after the client's consent has been obtained. Confidential projects, as-yet-unpublished work, or content expressly marked as confidential are excluded from being used as a reference.

The client may object in writing to being named as a reference for good cause.

16. Warranty

The client must inspect the service promptly after delivery or performance.

Obvious defects must be reported in writing or by email within eight days of delivery or performance, with a precise description of the defect. Hidden defects must be reported in writing or by email within eight days of becoming apparent.

If the client fails to give timely and sufficiently specific notice of defects, the service is deemed approved with regard to defects that were recognisable or recognised.

In the event of a justified and timely notice of defects, the agency shall first have the right to remedy the defect through improvement, replacement or subsequent delivery within a reasonable period.

The client must enable the agency to take all measures necessary to inspect and remedy the defect. For physical goods or products, the client must provide or return them for inspection at its own expense, unless otherwise agreed.

The agency is entitled to refuse improvement or replacement if this is impossible or associated with disproportionately high effort. In this case, the client is entitled to the statutory warranty remedies.

The warranty period is, to the extent legally permissible, six months from delivery or performance. The presumption rule of § 924 of the Austrian Civil Code (ABGB) is excluded.

The client is not entitled to withhold payments due to alleged defects unless the claim has been acknowledged in writing by the agency or established by a final court judgment.

No warranty exists for defects resulting from unsuitable surfaces, improper use, subsequent alterations, weather influences, external effects, inadequate care, faulty data provided by the client, missing approvals, incomplete information, or other circumstances caused by the client or third parties.

17. Liability and product liability

The agency is liable in accordance with statutory provisions for intent and gross negligence.

In the case of slight negligence, the agency is not liable for property damage, financial loss, indirect damage, consequential damage, loss of profit, production downtime, business interruption, data loss, reputational damage or other indirect damage, unless mandatory statutory provisions preclude this.

To the extent legally permissible, the agency's liability is limited in amount to the net order value of the affected order.

The limitations of liability also apply for the benefit of the agency's employees, managing directors, subcontractors, vicarious agents and other agents.

The limitations of liability do not apply to personal injury, intent, gross negligence, or mandatory statutory liability, in particular under the Austrian Product Liability Act.

The agency is not liable for third-party claims raised against the client or the agency based on content, materials, data, designs, statements, trademarks, logos, images, texts or advertising claims provided, specified or approved by the client, unless the agency has committed a grossly negligent or intentional breach of duty.

Claims for damages by the client must be asserted in court within six months of becoming aware of the damage and the party responsible, unless mandatory statutory provisions preclude this.

18. Data protection

The agency processes personal data of the client and its contact persons exclusively within the framework of applicable data protection provisions, in particular the General Data Protection Regulation, the Austrian Data Protection Act, and other applicable data protection regulations.

Processing takes place in particular for contract initiation, contract performance, invoicing, customer support, communication, documentation, fulfilment of legal obligations, and to safeguard the agency's legitimate interests.

Further information on data processing, storage duration, recipients, data subject rights and contact options can be found in the agency's current Privacy Policy.

Electronic advertising, in particular newsletters or promotional emails, is only sent on the basis of effective consent or within the framework of legally permissible advertising to existing customers.

Consent given may be withdrawn at any time with effect for the future. Withdrawal can be made in particular by email to the email address stated at the top of these GTC.

19. Confidentiality

The contracting parties undertake to keep confidential all confidential information, business and trade secrets, calculations, strategies, customer data, technical information, access data and other confidential documents that become known to them in the course of the cooperation.

This obligation continues to apply even after termination of the contractual relationship.

Information that is generally known, becomes publicly known without breach of contract, or was already demonstrably lawfully known to the receiving party, is not confidential information.

20. Applicable law

Austrian substantive law exclusively applies to all contracts, services and legal relationships between the agency and the client.

The application of the conflict-of-laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods is excluded.

21. Place of performance and jurisdiction

The place of performance is the agency's registered seat in Brunn am Gebirge.

In the case of shipment, risk passes to the client as soon as the agency has handed over the goods to the transport company, courier service, delivery service or other person commissioned with the transport.

For all disputes arising from or in connection with the contractual relationship, the court with subject-matter jurisdiction for the agency's registered seat is agreed, unless mandatory statutory provisions preclude this.

Notwithstanding this jurisdiction agreement, the agency is entitled to sue the client at the client's general place of jurisdiction as well.

22. Final provisions

Amendments and additions to a contract require written form or confirmation by email, unless a stricter form is mandatorily required.

Legally relevant declarations may, to the extent legally permissible, also be made by email.

Insofar as these GTC use personal designations in only one grammatical form, they refer to all genders equally.