Terms of Conditions

1. Validity, Conclusion of Contract

1.1 The agency BUREAU BÜRO (hereinafter referred to as the 'Agency') provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the customer, even if no express reference is made to them. The GTC are applicable only to legal relationships with entrepreneurs, hence B2B.

1.2 The version valid at the time of the conclusion of the contract shall apply. Deviations from these terms and other supplementary agreements with the customer are only effective if confirmed in writing by the Agency.

1.3 Any terms and conditions of the customer will not be accepted, even if known, unless expressly agreed otherwise in writing on a case-by-case basis. The Agency expressly rejects the customer’s GTC. No further objection to the customer's GTC by the Agency is required.

1.4 Changes to the GTC will be communicated to the customer and are considered agreed upon if the customer does not object to the changed GTC in writing within 14 days; the customer will be explicitly informed about the significance of silence and the specific changes to the clauses. This fictitious consent does not apply to changes in essential service contents and fees.

1.5 Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded based on them. The invalid provision shall be replaced by a valid one that comes closest to the purpose and intent.

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

2. Social Media Channels

2.1 Before placing an order, the Agency expressly informs the customer that the providers of 'social media channels' (e.g., Facebook, hereinafter referred to as 'providers') reserve the right in their terms of use to reject or remove advertisements and appearances for any reason. Providers are therefore not obliged to forward content and information to users. Thus, there is an incalculable risk that advertisements and appearances may be removed without cause. In the event of a complaint from another user, providers do allow the possibility of a counter-statement, but the content is still immediately removed. Restoring the original, lawful condition may take some time in such cases. The Agency operates based on these providers' terms of use, which it cannot influence, and bases the customer's order on these as well.

The customer explicitly acknowledges with the order that these terms of use (co-)determine the rights and obligations of any contractual relationship. The Agency intends to execute the customer's order to the best of its knowledge and belief and comply with the guidelines of 'social media channels.' However, due to the currently valid terms of use and the simple possibility for any user to allege legal violations and thus achieve content removal, the Agency cannot guarantee that the commissioned campaign will always be accessible.

3. Concept and Idea Protection

If the potential customer has already invited the Agency to create a concept and the Agency complies with this invitation before concluding the main contract, the following provisions apply:

3.1 By inviting and accepting the invitation by the Agency, the potential customer and the Agency enter into a contractual relationship ('pitching contract'). These GTC also apply to this contract.

3.2 The potential customer acknowledges that the Agency incurs cost-intensive preliminary work with the concept creation, even though the customer has not yet undertaken any performance obligations.

3.3 The concept is protected under copyright law in its textual and graphical parts, provided they meet the criteria of copyright protection. The potential customer is not allowed to use or edit these parts without the Agency's consent, based on copyright law.

3.4 The concept also contains advertising-relevant ideas that do not meet the criteria of copyright protection and thus do not enjoy copyright protection. These ideas are the starting point of any creative process and can be defined as the spark of all subsequent creations and thus the origin of the marketing strategy. Therefore, those elements of the concept that are peculiar and give the marketing strategy its characteristic imprint are protected. An idea in this agreement includes advertising slogans, advertising texts, graphics, and illustrations, advertising materials, etc., even if they do not meet the criteria of copyright protection.

3.5 The potential customer commits not to commercially exploit or use the creative advertising ideas presented by the Agency within the concept outside the framework of a later concluded main contract.

3.6 If the potential customer believes that ideas were presented by the Agency that he had already come up with before the presentation, he must inform the Agency within 14 days after the presentation day by email, providing evidence that allows temporal assignment.

3.7 Otherwise, it is assumed that the Agency has presented a new idea to the potential customer. If the idea is used by the customer, it is assumed that the Agency has earned a merit in it.

3.8 The potential customer can release himself from his obligations under this point by paying reasonable compensation. The release takes effect only after the full payment of the compensation to the Agency.

4. Scope of Services, Order Processing, and Customer's Obligations to Cooperate

4.1 The scope of services to be provided 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 content of the service require the Agency's written confirmation. The Agency has creative freedom in fulfilling the order within the framework specified by the customer.

4.2 All services of the Agency (especially all preliminary drafts, sketches, final drawings, brush proofs, blueprints, copies, color prints, and electronic files) are to be checked by the customer and approved by him within three working days of receipt. If this period passes without feedback from the customer, they are considered approved.

4.3 The customer will provide the Agency with all information and documents necessary for the performance of the service in a timely and complete manner. He will inform the Agency of all circumstances that are of importance for the execution of the order, even if they only become known during the execution of the order. The customer bears the expense incurred by the Agency due to incorrect, incomplete, or subsequently changed information provided by the customer.

4.4 The customer is also obliged to check the documents (photos, logos, etc.) provided for the execution of the order for any third-party rights (e.g., copyrights, trademarks) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. The Agency is not liable in the event of slight negligence or after fulfilling its duty to warn - in any case, in the internal relationship with the customer - for the violation of such third-party rights by the provided documents. If the Agency is claimed by a third party for such a rights violation, the customer will indemnify and hold the Agency harmless; he will compensate the Agency for all disadvantages incurred due to third-party claims, especially the costs of an appropriate legal representation. The customer is obliged to support the Agency in defending against any third-party claims. The customer will provide the Agency with all necessary documents for this purpose without being asked.

5. External Services / Commissioning of Third Parties

5.1 The Agency is entitled, at its discretion, to perform the service itself, to use knowledgeable third parties as vicarious agents to perform the contractual services, and/or to substitute such services ('external service').

5.2 The commissioning of third parties within the scope of an external service can be done in the Agency's own name or the customer's name, the latter after prior information to the customer. The Agency will carefully select these third parties and ensure that they have the necessary professional qualifications.

5.3 The customer must assume obligations towards third parties, which were communicated to him and extend beyond the contract term. This explicitly applies in case of termination of the Agency contract for an important reason.

6. Deadlines

6.1 Delivery or service deadlines are only binding if expressly agreed upon in writing. Binding deadline agreements must be recorded in writing or confirmed in writing by the Agency.

6.2 If the delivery/service of the Agency is delayed due to reasons beyond its control, such as events of force majeure and other unforeseeable, unavoidable events, the service obligations rest for the duration and extent of the obstacle and extend the deadlines accordingly. If such delays exceed two months, both the customer and the Agency are entitled to withdraw from the contract.

6.3 If the Agency is in default, the customer can withdraw from the contract only after giving the Agency a reasonable grace period of at least 14 days in writing, which has elapsed without result. Claims for damages by the customer due to non-fulfillment or delay are excluded, except in cases of proven intent or gross negligence.

7. Early Termination

7.1 The Agency is entitled to terminate the contract with immediate effect for important reasons. An important reason exists, in particular, if

a. the performance of the service becomes impossible for reasons attributable to the customer or is further delayed despite a 14-day grace period; b. the customer continues to violate essential obligations of this contract, such as payment of a due amount or cooperation obligations, despite written warning with a 14-day grace period; c. justified concerns about the customer's creditworthiness exist and the customer neither makes advance payments at the request of the Agency nor provides suitable security before the Agency's performance.

7.2 The customer is entitled to terminate the contract for important reasons without setting a grace period. An important reason exists, in particular, if the Agency continues to violate essential provisions of this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the breach.

8. Fees

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

8.2 The fee is a net fee without value-added tax due to income below the minimum limit. Unless otherwise agreed, the Agency is entitled to a fee in the usual market amount for the services rendered and the transfer of copyright and trademark rights.

8.3 All services of the Agency not explicitly covered by the agreed fee will be compensated separately. The customer will reimburse the Agency for all out-of-pocket expenses.

8.4 Cost estimates of the Agency are non-binding. If it becomes apparent that the actual costs will exceed the Agency's written estimate by more than 15%, the Agency will inform the customer of the higher costs. The cost overrun is considered approved by the customer if he does not object in writing within three working days and suggests cost-effective alternatives. For cost overruns up to 15%, separate notification is not required. This cost estimate overrun is deemed approved by the customer in advance.

8.5 If the customer unilaterally changes or terminates work ordered without involving the Agency, the customer must compensate the Agency for the services rendered up to that point according to the fee agreement and reimburse all incurred costs. If the termination is not due to gross negligence or intentional breach of duty by the Agency, the customer must also reimburse the Agency for the entire fee agreed for this order (commission), excluding the credit remuneration of § 1168 AGBG. Furthermore, the customer must indemnify and hold the Agency harmless from any third-party claims, particularly those of the Agency's contractors. By paying the fee, the customer acquires no rights of use to the already rendered work; non-executed concepts, drafts, and other documents must be returned to the Agency immediately.

9. Payment, Retention of Title

9.1 The fee is due for payment within one week of receipt of the invoice without any deduction unless special payment terms are agreed upon in writing on a case-by-case basis. This also applies to the further billing of all cash expenses and other costs. The goods delivered by the Agency remain the property of the Agency until full payment of the fee, including all ancillary claims.

9.2 In case of late payment, the customer must pay the statutory default interest applicable to commercial transactions. Furthermore, the customer agrees to reimburse the Agency for any reminder and collection expenses necessary for appropriate legal prosecution in the event of late payment. This includes the costs of two reminder letters at the current market rate of at least €20.00 per reminder and a reminder letter from a lawyer commissioned to collect the debt. The assertion of further rights and claims remains unaffected.

9.3 In case of late payment by the customer, the Agency may immediately make all services and partial services provided under other contracts with the customer due.

9.4 The Agency is not obliged to provide further services until the outstanding amount is settled (right of retention). The obligation to pay the fee remains unaffected.

9.5 If payment in installments has been agreed upon, the Agency reserves the right to demand immediate payment of the entire outstanding debt if partial payments or ancillary claims are not paid on time (loss of deadline).

9.6 The customer is not entitled to offset his claims against claims of the Agency unless the customer's claim has been acknowledged in writing by the Agency or has been legally established.

10. Property Rights and Copyright

10.1 All services of the Agency, including those from presentations (e.g., suggestions, ideas, sketches, preliminary drafts, scribbles, final drawings, concepts, negatives, slides), remain the property of the Agency, along with individual workpieces and original drafts, and can be reclaimed by the Agency at any time, especially upon termination of the contractual relationship. By paying the fee, the customer acquires the right to use the work for the agreed purpose. The acquisition of usage and exploitation rights to the Agency's services requires full payment of the fees charged by the Agency. If the customer uses the Agency's services before this time, this use is based on a revocable loan relationship at any time.

10.2 Changes or edits to the Agency's services, especially further development by the customer or third parties working for him, are only permitted with the explicit consent of the Agency and, if the services are copyright protected, of the author. The release of all so-called 'open files' is explicitly not part of the contract. The Agency is not obliged to release them. Without a contractual transfer of usage rights, the client has no legal claim to 'electronic works.'

10.3 For the use of the Agency's services beyond the originally agreed purpose and scope of use, the Agency's consent is required, regardless of whether this service is copyright protected. The Agency and the author are entitled to a separate reasonable fee for this.

10.4 For the use of the Agency's services or advertising materials for which the Agency has developed conceptual or design templates, the Agency's consent is also required after the end of the Agency contract, regardless of whether this service is copyright protected.

10.5 For uses according to paragraph 4, the Agency is entitled to claim the full Agency fee agreed in the expired contract in the first year after the end of the contract. In the 2nd and 3rd year after the end of the contract, only half or a quarter of the agreed fee must be paid. From the 4th year after the end of the contract, no Agency fee is due.

10.6 The customer is liable to the Agency for any unlawful use in double the amount of the appropriate fee for this use.

11. Identification

11.1 The Agency is entitled to indicate the Agency and possibly the author on all advertising materials and advertising measures without the customer being entitled to compensation.

11.2 The Agency is entitled, subject to the customer's revocation at any time in writing, to refer to the existing or former business relationship with the customer on its own advertising materials and especially on its website by name and company logo (reference notice).

12. Warranty

12.1 The customer must report any defects immediately, in any case within eight days of delivery/service by the Agency, hidden defects within eight days of their discovery, in writing, describing the defect; otherwise, the service is considered approved. In this case, the assertion of warranty and damage claims and the right to contest errors due to defects is excluded.

12.2 In the case of justified and timely complaints, the customer is entitled to improvement or exchange of the delivery/service by the Agency. The Agency will remedy the defects within a reasonable period, and the customer must enable the Agency to take all measures necessary for investigation and defect removal. The Agency is entitled to refuse to improve the service if it is impossible or involves disproportionate effort for the Agency. In this case, the customer has the statutory conversion or reduction rights. In the case of improvement, the customer must carry out the return of the defective (physical) item at his expense.

12.3 The customer is also responsible for checking the legal admissibility of the service, particularly regarding competition, trademark, copyright, and administrative law. The Agency is only obliged to conduct a rough examination of legal admissibility. The Agency is not liable in case of slight negligence or after fulfilling any duty to warn for the legal admissibility of content provided or approved by the customer.

12.4 The warranty period is six months from delivery/service. The right to recourse against the Agency according to § 933b Abs 1 AGBG expires one year after delivery/service. The customer is not entitled to withhold payments due to complaints. The presumption rule of § 924 AGBG is excluded.

13. Liability and Product Liability

13.1 In cases of slight negligence, the Agency's liability and that of its employees, contractors, or other agents ('people') for property or financial damages of the customer are excluded, regardless of whether these are direct or indirect damages, lost profits, or consequential damages, damages due to delay, impossibility, positive breach of obligation, fault at contract conclusion, due to defective or incomplete performance. The injured party must prove the existence of gross negligence. If the Agency's liability is excluded or limited, this also applies to the personal liability of its 'people.'

13.2 Any liability of the Agency for claims based on the services provided by the Agency (e.g., advertising measures) against the customer is expressly excluded if the Agency has fulfilled its duty to warn or such was not recognizable for it, whereby slight negligence does not harm. The Agency is not liable for legal costs, the customer's own attorney fees, costs of judgment publications, or any damage claims or other claims of third parties; the customer must indemnify and hold the Agency harmless in this regard.

13.3 The customer's damage claims expire six months after knowledge of the damage; in any case, three years after the Agency's harmful act. Damage claims are limited to the net order value.

14. Applicable Law

The contract and all derived mutual rights, obligations, and claims between the Agency and the customer are subject to Austrian substantive law, excluding its conflict-of-law rules and excluding the UN Sales Convention.

15. Place of Performance and Jurisdiction

15.1 The place of performance is the Agency's registered office. For shipping, the risk passes to the customer as soon as the Agency has handed over the goods to the chosen transport company.

15.2 The court competent for the Agency's registered office is agreed upon for all legal disputes arising between the Agency and the customer in connection with this contractual relationship. Nevertheless, the Agency is entitled to sue the customer at his general place of jurisdiction.

15.3 To the extent that terms referring to natural persons are only mentioned in the masculine form in this contract, they refer to women and men equally. When applying the terms to specific natural persons, the gender-specific form must be used accordingly.