General Terms and Conditions for Agency Services
Valid from 1 September 2025
- Scope of application & validity
1.1. owl lab e.U. Mag. (FH) Anja Herbert, with registered office at Anton Gotschgasse 7, 3002 Purkersdorf – hereinafter referred to as the Agency – provides its services exclusively on the basis of these General Terms and Conditions.
These also apply to all future business relationships, even if no explicit reference is made to them.
1.2. The version valid at the time of conclusion of the contract shall be decisive. Deviations from these terms and conditions and other supplementary agreements with the customer shall only be effective if they are confirmed in writing by the Agency.
1.3. Subsidiary agreements, reservations, amendments or additions to these General Terms and Conditions must be made in writing to be valid; this also applies to any deviation from the written form requirement.
1.4. Any terms and conditions of the contractual partner that conflict with or deviate from these terms and conditions shall only be effective if they are expressly recognised by the Agency in writing, even if the Agency is aware of them.
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 on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and purpose of the invalid provision.
- Conclusion of contract
2.1. The basis for the conclusion of the contract is the respective offer of the Agency or the order of the Customer, in which the scope of services and the remuneration are specified. The Agency’s offers are subject to change and non-binding.
2.2. If the client places an order, they are bound to it for two weeks from its receipt by the agency. The contract is concluded upon acceptance of the order by the agency. Acceptance must be in writing (e.g. by order confirmation), unless the agency clearly indicates (e.g. by acting on the order) that it accepts the order.
- Scope of services, order processing and customer’s obligations to cooperate
3.1. The scope of the services to be provided is specified in the customer’s order or the service description or the information in the contract. Subsequent changes to the content of the services must be made in writing.
By paying the fee, the customer acquires the right to use the services for the agreed purpose. Unless otherwise agreed, the customer may only use the agency’s services in Austria. The acquisition of rights of use and exploitation of the agency’s services requires in all cases full payment of the fees invoiced by the agency for this purpose. If the customer uses the agency’s services before this point in time, this use is based on a loan agreement that can be revoked at any time.
3.2 All proposals, descriptions and content contained in concepts, manuscripts and presentations remain – in their entirety and content, regardless of the wording – the copyright and usage rights of Mag. (FH) Anja Herberth, even if a fee has been paid for the presentation. The concept fee is understood to be a pure expense fee and not compensation for copyright and usage rights. The transfer of all documents, in whole or in part, as well as the publication, reproduction, distribution, replication or other use of the presented concepts, proposals, solutions and ideas is not permitted without the prior consent of Mag. (FH) Anja Herberth. If the concepts presented are not used, owl lab e.U. Mag. (FH) Anja Herberth is entitled to use them elsewhere.
3.3 All services provided by the agency must be checked by the customer and approved within three days. If approval is not given in time, they shall be deemed to have been approved by the customer.
3.4 The client shall immediately provide the agency with all information and documents necessary for the provision of the service. They shall inform the agency of all processes that are relevant to the execution of the order, even if these circumstances only arise during the execution, so that work does not have to be repeated or delayed by the agency as a result of incorrect, incomplete or subsequently changed information provided by the client.
3.5 The customer is also obliged to check the documents provided for the execution of the order (photos, logos, etc.) for any existing copyrights, trademark rights or other rights of third parties. In particular, the customer is liable for incorrect or erroneous information that they have provided to the agency in the context of press activities. Do not share any information or files with us that contain viruses or other malware. We are not liable for any consequences resulting from the transmission of malicious information and files; in particular, the customer shall reimburse the agency for all additional costs incurred as a result of any malware.
The agency shall not be liable for any infringement of such rights. If claims are made against the agency due to such an infringement, the customer shall indemnify and hold the agency harmless; they shall reimburse the agency for all disadvantages incurred as a result of claims by third parties.
The customer expressly warrants that the documents of any kind provided by him for the fulfilment of the order are free of third-party rights, in particular free of copyrights, trademark rights and personal rights. The customer shall indemnify and hold the agency harmless in this regard; in particular, he shall compensate the agency for any disadvantages incurred by it as a result of claims by third parties. The customer expressly guarantees the accuracy of the information and documents provided by him and shall indemnify and hold the agency harmless in this regard; in particular, the customer shall compensate the agency for any additional costs incurred by it as a result of incorrect information and/or documents.
3.6. Changes or modifications to the Agency’s services, in particular their further development by the Customer or by third parties working on its behalf, are only permitted with the express consent of the Agency and – insofar as the services are protected by copyright – of the copyright holder. The release of all so-called ‘open files’ is therefore expressly not part of the contract. The Agency is not obliged to release them. This means that without a contractual assignment of rights of use, including for ‘electronic works’, the Client has no legal claim to them.
3.7. The use of the Agency’s services beyond the originally agreed purpose and scope of use requires the Agency’s consent, regardless of whether these services are protected by copyright. The agency and the author are entitled to separate, appropriate remuneration for this.
3.8. The agency’s consent is also required for the use of the agency’s services or advertising materials for which the agency has developed conceptual or design templates after the expiry of the agency contract, regardless of whether these services are protected by copyright or not.
3.9. For uses in accordance with paragraph 7, the Agency is entitled to the full Agency remuneration agreed in the expired contract in the first year after the end of the contract. In the second and third years after the end of the contract, only half and a quarter of the remuneration agreed in the contract is payable. From the fourth year after the end of the contract, no Agency remuneration is payable.
3.10. The customer shall be liable to the agency for any unlawful use in double the amount of the fee appropriate for such use.
- External services / commissioning of third parties
4.1. The Agency is entitled, at its own discretion, to perform the service itself, to use third parties to perform the contractual services and/or to substitute such services (‘vicarious agent’).
4.2. The commissioning of vicarious agents shall be carried out either in its own name or in the name of the customer, but in any case at the customer’s expense.
4.3. The Agency shall select vicarious agents with care and ensure that they have the necessary professional qualifications.
4.4. The customer shall be liable for any obligations to third parties that have been disclosed to the customer and that extend beyond the term of the contract. This shall also apply expressly in the event of termination of the agency contract for good cause.
4.5. Particularly in times of high inflation and material prices, we ask you to pay close attention to the validity of prices stated in the offers. Daily prices now apply to raw materials such as paper or productions such as roll-ups.
- Dates
5.1 Unless expressly agreed as binding, specified delivery or service deadlines are only approximate and non-binding. Binding date agreements must be recorded in writing or confirmed in writing by the agency.
5.2. If the Agency’s delivery/service is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that cannot be averted by reasonable means, the performance obligations shall be suspended for the duration and to the extent of the hindrance and the deadlines shall be extended accordingly. If such delays last longer than two months, the customer and the agency shall be entitled to withdraw from the contract.
5.3. If the agency is in default, the customer may only withdraw from the contract after it has set the agency a reasonable grace period of at least 14 days in writing and this period has expired without result. The period shall commence upon receipt of the reminder letter by the Agency.
Claims for damages by the customer due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.
- Withdrawal from the contract
6.1. The agency is entitled to terminate the contract with immediate effect for good cause. Good cause shall be deemed to exist in particular if
- the performance of the service becomes impossible for reasons for which the customer is responsible or is further delayed despite the setting of a grace period of 14 days;
- the customer continues to violate essential obligations under this contract, such as payment of a due amount or obligations to cooperate, despite a written warning with a grace period of 14 days.
- there are justified concerns regarding the customer’s creditworthiness and the customer neither makes advance payments nor provides suitable security at the agency’s request prior to the agency’s performance.
6.2. The customer is entitled to terminate the contract for good cause without setting a grace period. Good cause shall be deemed to exist in particular if the agency continues to breach essential provisions of this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the breach of contract.
- Fee
7.1. Unless otherwise agreed, the Agency’s fee shall be payable for each individual service as soon as it has been rendered. The Agency shall be entitled to demand advance payments to cover its expenses. In the case of an order volume that extends over a longer period of time, the Agency shall be entitled to issue interim invoices or advance invoices or to request payments on account.
7.2. The fee is a net fee plus value added tax at the statutory rate. In the absence of an agreement in individual cases, the Agency shall be entitled to a fee at the market rate for the services rendered and the transfer of copyright and trademark rights.
7.3. All services provided by the Agency that are not expressly covered by the agreed fee shall be remunerated separately. All cash expenses incurred by the Agency shall be reimbursed by the Client.
7.4. Cost estimates provided by the Agency are non-binding. If it is foreseeable that the actual costs will exceed the Agency’s written estimate by more than 15%, the Agency shall notify the Client of the higher costs. The cost overrun shall be deemed to have been approved by the client if the client does not object in writing within three working days of this notification and at the same time announces more cost-effective alternatives. If the cost overrun is up to 15%, no separate notification is required. This cost estimate overrun shall be deemed to have been approved by the client from the outset.
7.5. If the client unilaterally changes or cancels commissioned work without the involvement of the agency – notwithstanding the ongoing other support provided by the agency – the client shall remunerate the agency for the services rendered up to that point in accordance with the fee agreement and reimburse all costs incurred. Unless the cancellation is due to gross negligence or intentional breach of duty on the part of the Agency, the customer shall also reimburse the Agency for the entire fee (commission) agreed for this order, whereby the set-off remuneration of § 1168 AGBG (Austrian General Terms and Conditions Act) is excluded.
Furthermore, the Agency shall be indemnified and held harmless with regard to any claims by third parties, in particular by contractors of the Agency. Upon payment of the fee, the customer shall not acquire any rights of use to work already performed; rather, any concepts, drafts and other documents that have not been implemented shall be returned to the Agency without delay.
- Payment
8.1. The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms have been agreed in writing in individual cases. This also applies to the passing on of all cash expenses and other expenses. The goods delivered by the Agency remain the property of the Agency until full payment of the remuneration, including all ancillary liabilities.
8.2. In the event of default of payment by the customer, the statutory default interest shall apply at the rate applicable to commercial transactions. Furthermore, in the event of default of payment, the customer undertakes to reimburse the Agency for any reminder and collection costs incurred, insofar as these are necessary for appropriate legal action. This shall in any case include the costs of two reminder letters at the market rate of currently at least £20.00 per reminder, as well as a reminder letter from a solicitor commissioned to collect the debt. The assertion of further rights and claims shall remain unaffected.
8.3. In the event of default of payment by the customer, the Agency may immediately demand payment for all services and partial services provided within the framework of other contracts concluded with the customer.
8.4. Furthermore, the Agency is not obliged to provide further services until the outstanding amount has been paid (right of retention). The obligation to pay remuneration remains unaffected.
8.5. If payment in instalments has been agreed, the Agency reserves the right to demand immediate payment of the entire outstanding debt in the event of late payment of partial amounts or ancillary claims (forfeiture of the payment deadline).
8.6. The customer is not entitled to offset its own claims against claims of the Agency, unless the customer’s claim has been recognised in writing by the Agency or established by a court of law.
- Presentations
If the potential customer has already invited the Agency in advance to create a concept and the Agency complies with this invitation before the main contract is concluded, the following provision shall apply:
9.1. The invitation and the Agency’s acceptance of the invitation alone establish a contractual relationship (‘pitching contract’) between the potential customer and the Agency. This contract is also based on the General Terms and Conditions.
9.2. The potential customer acknowledges that the agency is already providing cost-intensive advance services by developing the concept, even though it has not yet assumed any performance obligations itself. The agency is entitled to a reasonable fee for participating in presentations, which, in the absence of an agreement, shall at least cover the agency’s total personnel and material expenses for the presentation as well as the costs of all external services. Payment of the presentation fee does not entitle the customer to any exploitation or usage rights to the services presented.
9.3. The linguistic and graphic elements of the concept are protected by copyright law insofar as they constitute a work of art. The potential customer is not permitted to use or edit these elements without the agency’s consent, as this would violate copyright law.
9.4. The concept also contains advertising and communication-related ideas that do not reach the level of a work and are therefore not protected by copyright law. These ideas are at the beginning of every creative process and can be defined as the spark that ignites everything that comes later and thus as the origin of the marketing strategy. Therefore, those elements of the concept that are unique and give the marketing strategy its characteristic character are protected. For the purposes of this agreement, advertising slogans and messages, (advertising) texts, graphics and illustrations, advertising materials, etc. are considered ideas, even if they do not reach the level of a work.
9.5. The potential customer undertakes to refrain from commercially exploiting or allowing the exploitation of these creative advertising ideas presented by the agency as part of the concept outside the corrective measures of a main contract to be concluded at a later date, or from using or allowing the use of these ideas.
9.6. If the potential customer believes that the agency has presented ideas to them that they had already come up with prior to the presentation, they must notify the agency of this by email within 14 days of the date of the presentation, providing evidence that allows the ideas to be assigned to a specific point in time.
9.7. Otherwise, the contracting parties assume that the agency has presented the potential customer with an idea that is new to them. If the idea is used by the customer, it is assumed that the agency has earned credit for this.
9.8. The potential customer may be released from their obligations under this clause by paying appropriate compensation plus 20% VAT. The exemption shall only take effect after the Agency has received full payment of the compensation.
- Ownership rights and copyright protection
10.1. All services provided by the Agency, such as setting up distribution lists or those from presentations (e.g. suggestions, ideas & concepts, sketches, preliminary drafts, scribbles, final artwork, concepts, negatives, slides), as well as individual parts thereof, remain the property of the Agency, as do the individual workpieces and original designs, and may be reclaimed by the Agency at any time, in particular upon termination of the contractual relationship. By paying the fee, the customer only acquires the right of use (including reproduction) for the agreed purpose and to the agreed extent.
10.2. Unless otherwise agreed with the agency, the customer may only use the agency’s services themselves, exclusively in Austria and only for the duration of the agency contract. The acquisition of rights of use and exploitation of the Agency’s services requires in all cases full payment of the fees invoiced by the Agency for this purpose.
- Labelling
11.1. The Agency is entitled to refer to the Agency and, if applicable, to the author on all advertising materials and in all advertising measures without the Customer being entitled to any remuneration for this.
11.2. Subject to the customer’s right to revoke this in writing at any time, the Agency shall be entitled to refer to the existing business relationship with the customer on its own advertising media and, in particular, on its website, using its name and company logo.
- Social media channels
Before placing an order, the Agency expressly points out to 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 advertising appearances for any reason. The providers are therefore not obliged to forward content and information to users. There is therefore a risk, which cannot be calculated by the agency, that advertisements and promotional appearances will be removed without reason.
In the event of a complaint from another user, the providers do allow for the possibility of a counterstatement, but even in this case, the content will be removed immediately. In this case, it may take some time to restore the original, lawful status. The agency works on the basis of these terms of use of the providers, over which it has no influence, and also bases the client’s order on them.
By placing an order, the client expressly acknowledges 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 to comply with the guidelines of ‘social media channels’. However, due to the currently valid terms of use and the ease with which any user can claim legal violations and thus achieve the removal of content, the agency cannot guarantee that the commissioned campaign will be available at all times.
- Warranty and compensation
13.1. The client must submit any complaints in writing immediately, and in any case within eight days of the agency’s performance, stating the reasons. In the event of justified and timely complaints, the client is only entitled to have the agency improve or replace the service.
13.2. It is the responsibility of the client to check the service for its legal admissibility, in particular with regard to competition, trademark, copyright and administrative law. The Agency is only obliged to carry out a rough check of legal admissibility. In the event of slight negligence or after fulfilling any duty to warn the Customer, the Agency shall not be liable for the legal admissibility of content if this has been specified or approved by the Customer.
13.3. In the event of a justified complaint, the defects shall be remedied within a reasonable period of time, whereby the client shall enable the Agency to take all measures necessary for investigation and rectification of the defects. The Agency shall be entitled to refuse to improve the service if this is impossible or involves a disproportionately high effort on the part of the Agency.
13.4. The reversal of the burden of proof pursuant to § 924 ABGB (Austrian Civil Code) at the expense of the Agency is excluded. The existence of the defect at the time of delivery, the time of discovery of the defect and the timeliness of the complaint must be proven by the customer.
13.5. Claims for damages by the customer, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, defective or incomplete performance, consequential damage due to defects or tortious acts are excluded, unless they are based on intent or gross negligence on the part of the Agency.
13.6. The warranty period is six months from delivery/performance. The right of recourse against the Agency pursuant to § 933b (1) AGBG expires one year after delivery/performance. The customer is not entitled to withhold payments due to complaints. The presumption rule of § 924 AGBG is excluded.
13.7. Claims for damages shall be assessed in terms of amount against the order value.
- Liability
14.1. The Agency shall carry out the work entrusted to it in accordance with generally accepted legal principles and shall inform the customer in good time of any risks that are apparent to it. Any liability on the part of the Agency for claims brought against the customer on the basis of the advertising and communication measures (the use of a trademark) is expressly excluded if the Agency has fulfilled its duty to inform; in particular, the Agency shall not be liable for legal costs, the Client’s own legal fees or the costs of publishing judgments, nor for any claims for damages or similar claims by third parties.
14.2. Within the scope of the statutory provisions, the Agency shall only be liable for damages if intent or gross negligence on its part can be proven. Liability for slight negligence is excluded. The existence of gross negligence must be proven by the injured party.
14.3. In cases of slight negligence, the Agency and its employees, contractors or other vicarious agents (‘People’) shall not be liable for property damage or financial loss suffered by the Client, regardless of whether this is direct or indirect damage, loss of profit or consequential damage due to defects, damage due to delay, impossibility, positive breach of contract, culpa in contrahendo, or defective or incomplete performance. The injured party must prove the existence of gross negligence. Insofar as the Agency’s liability is excluded or limited, this also applies to the personal liability of its ‘People’.
14.4. Any liability on the part of the Agency for claims made against the customer on the basis of the service provided by the Agency (e.g. advertising measures) is expressly excluded if the Agency has fulfilled its duty to inform or if such a duty was not recognisable to it, whereby slight negligence shall not be detrimental. In particular, the Agency shall not be liable for legal costs, the Customer’s own legal fees or the costs of publishing judgements, nor for any claims for damages or other claims by third parties; the Customer shall indemnify and hold the Agency harmless in this regard.
14.5. Claims for damages by the Customer shall expire six months after knowledge of the damage; in any case, however, after three years from the Agency’s infringing act. Claims for damages are limited to the net order value.
- Applicable law
The legal relationship between the customer and the Agency shall be governed exclusively by Austrian law, excluding international referral rules. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
- Place of performance and jurisdiction
16.1. The place of performance is the registered office of the Agency.
16.2. The Austrian court with local and subject-matter jurisdiction for the registered office of the Agency is agreed as the place of jurisdiction for all disputes arising directly between the Agency and the customer.