Terms of Service
Important Notice
These Terms and Conditions contain clauses that set strict time limits for client feedback (Section 3.3), allow the Agency to initiate SEPA direct debit in the event of non‑payment (Section 4.4), and impose a contractual penalty for severe breaches such as confidentiality or data‑protection violations (Section 10.3). Please review these clauses carefully.
1. Scope
1.1. These Terms and Conditions (“T&C”) apply to all contracts for the provision of web design, UI and UX design services (“Services”) by [Company Name], having its registered office at [Address], 1010 Vienna, Austria (“Agency”), to entrepreneurs, legal entities under public law or special funds under public law (“Client”).
1.2. The Agency provides Services exclusively on the basis of these T&C; conflicting or deviating terms of the Client will not be recognised unless expressly agreed to in writing. The T&C also apply if the Agency performs Services with knowledge of the Client’s conflicting or deviating terms.
1.3. These T&C apply to future transactions with the Client without requiring a renewed reference.
2. Offer and Contract Conclusion
2.1. Offers, proposals and price estimates issued by the Agency are non‑binding unless expressly indicated as binding. A contract is concluded when the Client accepts the Agency’s offer in writing or electronically, or when the Client signs and returns the Agency’s order confirmation.
2.2. If the Client modifies the Agency’s offer, such modification constitutes a new offer by the Client; a contract is only concluded upon the Agency’s written acceptance.
2.3. Oral agreements and side arrangements require written confirmation to be effective.
3. Services and Duty to Cooperate
3.1. The scope of the Services is set out in the offer, proposal or project description. Services may include concept development, design creation, prototyping, implementation and agreed revisions. Unless expressly stated otherwise, the Agency is not responsible for programming or technical implementation beyond the design.
3.2. The Client shall provide all information and materials necessary for the execution of the Services (e.g. logos, text content, branding guidelines) and nominate a competent contact person who can make binding decisions or obtain them promptly. The Client shall ensure that all required approvals and feedback are provided in good time; any delays caused by the Client may result in additional charges (see Section 7.2).
3.3. Feedback window: whenever the Agency provides a design or concept for review, the Client must send any requested changes or approvals within 72 hours (excluding weekends) of receipt. If the Client fails to respond within this period, the Agency may continue with the next project phase at its discretion. Subsequent changes will be treated as additional services and may incur additional costs.
3.4. The Agency will present interim results for approval at agreed milestones. The Client is obliged to review these and approve them within a reasonable time. Delays or additional costs resulting from late approvals or incomplete information shall be borne by the Client.
3.5. Unless otherwise agreed, the Agency’s creative freedom remains unrestricted. Complaints regarding artistic or design aspects after acceptance are excluded.
4. Prices and Payment
4.1. Unless stated otherwise, all prices are quoted in euros and are net amounts exclusive of statutory value‑added tax (VAT). External costs such as licences, fonts, plugins, partner services (e.g. development, hosting, e‑mail systems), travel expenses and other ancillary costs are not included and will be invoiced separately.
4.2. Design fees are based on the effort required and, where relevant, on the guidelines of professional associations or individual agreements. Unless otherwise agreed, the fee covers both the creation of the design and the grant of usage rights (see Section 8).
4.3. The Agency may require reasonable advance payments or stage payments: typically one third upon contract conclusion, one third upon presentation of draft designs, and one third upon delivery.
4.4. Payment default and SEPA mandate: invoices are payable without deduction within 14 days of the invoice date. If the Client fails to pay on time, the Agency will send two written reminders, each granting an additional seven‑day grace period. Should payment still not be received, the Agency is authorised to collect the outstanding amount via SEPA direct debit from the Client’s designated account. Default interest and collection costs remain unaffected.
4.5. Invoices are payable without deduction within the agreed period. In the event of late payment, the Agency may charge statutory default interest and suspend work until all due amounts are settled.
5. Acceptance and Default
5.1. The Client shall accept the Services as soon as they substantially conform to the contract. Acceptance may not be refused for aesthetic or creative reasons.
5.2. If the project is divided into phases, each phase can be accepted separately and invoiced accordingly.
5.3. In the event of default of acceptance by the Client, risk passes to the Client upon readiness for delivery, and the Agency may invoice the Services.
6. Additional Services, Partner‑Firm Costs and Expenses
6.1. Services not agreed in the offer—such as extensive revisions, changes of scope, additional design variants, content migration, development support or integration work—will be charged separately based on time spent.
6.2. The Agency is authorised, after consultation with the Client, to commission services from partner firms (for example, development, hosting or e‑mail services) in the name and at the expense of the Client. The Client shall grant the Agency the necessary authority and shall indemnify and hold the Agency harmless from any liabilities arising from such contracts.
6.3. Out‑of‑pocket expenses, travel costs and other ancillary costs incurred for the execution of the project will be reimbursed by the Client.
7. Delivery Dates and Force Majeure
7.1. Delivery and completion dates are only binding if confirmed by the Agency in writing. Agreed deadlines are extended by the duration of obstacles beyond the Agency’s control (e.g. force majeure, strikes, pandemics).
7.2. Client delays: if the Client fails to provide necessary information or approvals on time, the Agency may extend delivery dates accordingly and charge for the additional time and resources required.
7.3. If the Client requests changes or fails to provide necessary information or approvals on time, agreed delivery dates may be postponed accordingly.
8. Intellectual Property and Rights of Use
8.1. All drafts, designs, wireframes, mockups and final deliverables are protected by copyright. Upon full payment of the agreed fees, the Agency grants the Client ownership of the work results and an unrestricted, irrevocable right of use for the agreed purposes. Until payment is made in full, no rights transfer to the Client.
8.2. The transfer of rights does not include the right to resell templates or use them in derivative products not contemplated in the project (e.g. converting a website design into a commercial theme or using UI components in unrelated software). Such uses require a separate written agreement and additional fee.
8.3. Rights of use do not pass to the Client until the agreed remuneration has been paid in full. Until then the Client may not use the designs.
8.4. The Agency retains the right to show work results and to name the Client and its company name in its own portfolio, case studies, websites and marketing materials as reference. This right may be waived through a mutually signed non‑disclosure agreement (NDA).
9. Warranty and Liability
9.1. The Agency warrants that the Services are provided with professional diligence and correspond to the specifications agreed in the contract. The Client must notify obvious defects (e.g. missing web pages, incorrectly linked navigation, absent images) in writing within 14 days of delivery. Hidden defects (e.g. missing hover interactions, inaccessible buttons or compatibility issues that become apparent only through use) must be reported promptly upon discovery.
9.2. The Agency is entitled to remedy defects at its discretion by rectification or replacement. Only after two failed attempts at remedy may the Client demand a reduction of the remuneration or rescind the contract.
9.3. The Agency’s liability is limited to intent and gross negligence. In the case of injury to life, body or health, the Agency is liable for any degree of fault. Liability for slight negligence is otherwise limited to material contractual duties (cardinal obligations) and to foreseeable, typical damages. Liability under the Austrian Product Liability Act remains unaffected.
9.4. The Agency is not liable for content supplied by the Client (e.g. text, images, code) or for legal compliance of such content (e.g. trademark or privacy issues).
9.5. The Client is responsible for regularly backing up its data; liability for data loss is limited to the typical recovery costs that would have been incurred if proper backups had existed.
10. Confidentiality, Data Protection and Contract Penalties
10.1. Both parties undertake to treat confidential information received from the other party as strictly confidential and to use it only for the purposes of fulfilling the contract. Breaches of confidentiality may trigger the contractual penalty described below.
10.2. Personal data will be processed in accordance with the applicable data‑protection laws, particularly the General Data Protection Regulation (GDPR/DSGVO) and the Austrian Data Protection Act. Details are set out in the Agency’s Privacy Policy.
10.3. Contractual penalty: If the Client intentionally breaches essential obligations of these T&C—such as confidentiality duties, data‑protection requirements, or if the Client wilfully damages the project or the Agency’s reputation—the Client shall pay a contractual penalty of EUR 5 000 for each violation. The Agency reserves the right to claim further damages; any penalty paid will be offset against such claims.
11. Termination
11.1. The Client may cancel the project after completion of a project phase as defined in the project contract signed at the start of the project. In the event of such termination, the Agency is entitled to remuneration for all completed phases and reimbursement of expenses. For work not yet performed, the Agency may charge a lump‑sum compensation of 10 % of the agreed total fee, unless the Client proves that the Agency incurred lower costs or saved higher expenses.
11.2. The Agency may terminate the contract for good cause, particularly if the Client repeatedly breaches contractual duties or defaults on payments. In this case, the Agency retains claims for remuneration and damages.
12. Final Provisions
12.1. The place of performance and exclusive jurisdiction for all disputes arising from or in connection with the contract shall be Vienna, Austria, provided the Client is a businessperson or legal entity under public law.
12.2. The contract is governed by Austrian substantive law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Data‑protection matters are governed by the DSGVO and the Austrian Data Protection Act.
12.3. Should any provision of these T&C be or become invalid, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid provision with a valid one that comes closest to its economic intent.