General Terms
and Conditions
Allgemeine Geschäftsbedingungen für Unternehmergeschäfte (B2B) Stand: Dezember 2024
1. Validity of the General Terms and Conditions
1.1. The following General Terms and Conditions (“GTC”) apply to all contractual legal relationships regarding design services between unglue gmbh (hereinafter referred to as “Contractor” or “CO”) and a natural or legal person (hereinafter referred to as “Client” or “CL”) for the business-related legal transaction in question (B2B).
1.2. These GTC shall apply to all current and future legal transactions that the Contractor performs for the Client, even if no express reference is made to the GTC in individual cases when the contract is concluded. The Client's terms and conditions shall only apply if they have been recognized by the Contractor in writing.
1.3. The version of our General Terms and Conditions valid at the time the contract is concluded shall apply.
1.4. Any terms and conditions of the Client or amendments or supplements to our General Terms and Conditions shall require our express written consent in order to be valid, even if we are aware of them.
1.5. The Client shall be notified of changes to these GTC at least two months before the changes come into effect. The amendments shall be identified in a comparison. Consent to the amendments to the contract shall be deemed to have been granted if the Contractor has not received any objection from the Client by the time the amendments enter into force.
2. Angebote, Vertragsschluss
2.1. Our offers are made on the basis of these GTC and are non-binding in all respects. Any period of commitment to the offer is expressly stated.
2.2. Alle dem AG im Angebot übermittelten Unterlagen, wie Zeichnungen, Beschreibungen, Maße und Gewichte sind nur ungefähre Angaben und beinhalten keine Garantie über die Produktbeschaffenheit oder -verfügbarkeit.
2.3. Cost estimates are provided without guarantee and are subject to a charge.
2.4. Offers shall be deemed accepted upon written confirmation by the Client (order).
2.5. The term of binding deadlines begins on the working day following the order.
2.6. The exact scope of the Contractor's services shall be based on the service description. The service description shall be derived from the offer and any written supplements.
3. Erbringung von Design-Dienstleistungen
3.1. The design services are provided in accordance with the service description.
3.2. If extensive offers and preliminary project planning for design services are prepared and not subsequently commissioned by the client within a reasonable period of time, the client shall be charged an expense allowance of 10 percent of the offered order value for the preparation of the preliminary project planning/offer.
3.3. There is no employment or service relationship with the client. The Contractor guarantees that he will declare and pay taxes and social security contributions independently and correctly.
3.4. The Contractor shall safeguard the interests of the Client to the best of its ability within the scope of its activities, but shall not owe the Client any specific success unless this has been expressly agreed.
3.5. Quotations are drawn up in German.
3.6. The equipment and technologies used by the Contractor shall be based on the Client's qualitative and quantitative service requirements, which have been determined on the basis of the information provided by the Client, including budget specifications. Should new requirements of the Client make it necessary to adapt the services or the technology used, the Contractor shall submit a corresponding offer at the request of the Client.
3.7. Provided that no impairment of the services is to be expected, the Contractor shall be entitled to change the equipment used to provide the service at its own discretion.
3.8. Travel times of the Contractor and its employees shall be considered working time. Travel times shall be remunerated at the agreed hourly rate. In addition, travel expenses and any accommodation costs shall be reimbursed by the Client according to actual expenditure. Reimbursement of the necessary travel, accommodation and catering costs shall be made on presentation of receipts (copies).
3.9. If the Contractor procures services from third parties at the request of the Client, the contract for these services shall be concluded exclusively between the Client and the third party. In this case, the Contractor shall not become a party to the contract and shall not assume any responsibility for the services or qualifications of the third party.
3.10.1.becomes insolvent or the opening of bankruptcy proceedings is rejected for lack of assets,
3.10.2. is in arrears with payment obligations arising from this contractual relationship to the extent of at least two (2) monthly payments and has been unsuccessfully reminded with a grace period of two (2) weeks and under threat of termination of the contract or
3.10.3.otherwise commits a breach of contractual or statutory obligations which makes it impossible for the Contractor to continue the order.
4. Obligations of the client to cooperate and provide materials
4.1. The Client undertakes to support and take all necessary measures required to provide the services and fulfill the contract. The Client shall provide the Contractor free of charge with all necessary information, data and documents in the form requested by the Contractor and on the agreed dates and shall support the Contractor on request in the coordination of orders and the coordination of services. The Client shall cooperate in the performance of the agreed services by being available to the Contractor as a contact person for all questions relevant to the contract. Changes to the Client's work processes that could have an impact on the services to be provided by the Contractor shall require prior consultation with the Contractor.
4.2. The Client shall have no authority to issue instructions to the Contractor's employees; all concerns regarding the provision of services shall be addressed exclusively to the contact person named by the Contractor.
4.3. The Client undertakes to keep a copy of the data and information provided to the Contractor so that it can be reconstructed at any time in the event of loss or damage.
4.4. The Client shall fulfill all its obligations to cooperate in good time so that the Contractor is not hindered in the provision of the services.
4.5. The Client shall be responsible for ensuring that the employees of its affiliated companies involved in the fulfillment of the contract or third parties commissioned by it cooperate accordingly in the fulfillment of the contract.
4.6. At the request of the Contractor and insofar as this is technically possible, the overall appearance of the product is not disturbed and the legitimate interests of the Client are taken into account, the Client shall provide the products manufactured according to the Contractor's design as well as the associated advertising material and publications about the products with a label that refers to the Contractor as a development partner.
4.7. At the request of the Contractor, the Client shall provide it with copies of three-dimensional objects that were produced with the help of the Contractor's services, provided that this does not involve disproportionately high costs. At the request of the Contractor, the Client shall also be provided with a specimen copy or five copies of an advertising medium, provided these were produced for products designed by the Contractor and this is not associated with disproportionately high costs.
4.8. The Contractor is permitted to use the Client's name, logo, designed products or advertising materials for its own PR and marketing purposes without any time or location restrictions.
4.9. If the Client does not fulfill its obligations to cooperate on the agreed dates or to the agreed extent, the schedules for the services to be provided by the Contractor shall be postponed to a reasonable extent; the Client shall pay separately for the resulting additional expenses and/or costs at the Contractor's applicable rates.
5. Change Requests
5.1. Both contracting parties may request changes to the scope of services at any time (“change request”). However, a requested change must contain a precise description of the change, the reasons for the change, the impact on scheduling and the costs in order to give the addressee of the change request the opportunity to make an appropriate assessment. A change request only becomes binding once it has been legally signed by both contracting parties.
5.2. Subsequent amendments or additions shall extend the term of binding deadlines to a reasonable extent.
6. Warranties, performance disruptions
6.1. The warranty period shall be six (6) months. The Client's rights under the warranty and the claims arising therefrom shall in any case expire one (1) month after the end of the respective warranty period.
6.2. If the defectiveness is based on the provision of materials or cooperation by the Client or on a breach of the Client’s obligations pursuant to item 4, any obligation to remedy defects free of charge shall be excluded. Any rectification of defects within the sphere of the Client shall be commissioned separately by the Client.
6.3. A defect does not exist if faults occur in the subject matter of the contract due to improper use or use contrary to the intended purpose. In particular, the information supplied must be observed for proper and intended use.
6.4. The Client shall support the Contractor in remedying defects and provide all necessary information. The Client shall notify the Contractor immediately in writing or by e-mail of any defects that have occurred. The Client shall bear any additional costs incurred in the rectification of defects due to late notification.
6.5. The Client undertakes to inspect the delivered contractual object and associated documentation for completeness and functionality within five (5) working days.
6.6. If defects are identified in the course of the inspection pursuant to Section 6.5, the Client shall be obliged to immediately submit a written notice of defects to the Contractor with a precise specification of the defects identified.
6.7. The presumption of defectiveness pursuant to Section 924 ABGB (statutory reversal of the burden of proof), as well as the right of recourse pursuant to Section 933b ABGB and the obligation to update goods with digital elements and digital services pursuant to Section 7 VGG are excluded.
6.8. The Contractor warrants that the services provided by it can be used for the agreed purpose and that no rights of third parties conflict with this.
6.9. The Contractor shall not assume any warranty for the compatibility of the subject matter of the contract for operating systems, software programs and interface suitability from and to third-party providers that have not been separately approved by the Contractor.
7. Liability
7.1. If the Contractor is liable for damage, it shall only be liable for intent and gross negligence. In the event of a breach of material contractual obligations, the Contractor shall also be liable for slight negligence. The aforementioned limitation of liability shall not apply to personal injury.
7.2. Any further liability is excluded. In particular, the Contractor shall not be liable for indirect/indirect damage and loss of profit, costs associated with business interruption, loss of data or third-party claims.
7.3. Liability shall in any case be limited to the amount of the contractual remuneration.
7.4. If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims against these third parties arise in this context, the Contractor shall assign these claims to the Client.
7.5. Liability of any kind whatsoever for drafts or otherwise unapproved designs or designs in the development stage is excluded.
8. Prices, remuneration, default of payment
8.1. The prices, remunerations and conditions to be paid by the client are set out in the order.
8.2. The prices quoted are in EURO without VAT. Packaging, shipping costs and other price components are included in the price.
8.3. The Contractor shall be entitled at any time to make the provision of services dependent on the provision of advance payments or the provision of other securities by the Client in an appropriate amount.
8.4. Unless otherwise contractually agreed, remuneration for continuing obligations (e.g. cooperation agreement) shall be invoiced monthly in advance. In the case of a one-off order, a down payment of 50% of the order volume must be made when the order is placed; the remaining amount is due for payment after the service has been provided.
8.5. The amount shown on the invoice is due immediately. Discounts require a separate agreement.
8.6. Irrespective of the payment method, the Client is obliged to pay the invoice amount stated in the invoice within 14 days of receipt of the invoice at the latest, unless the invoice states a different payment term. Payments by the contractual partner shall only be deemed to have been made upon receipt in our business account.
8.7. If the Client defaults on its payments, the Contractor shall be entitled to charge the statutory default interest and all costs required for collection. If the Client's default exceeds 14 days, the Contractor shall be entitled to suspend all services. Furthermore, the Contractor shall be entitled to demand immediate payment of the remuneration for all services already rendered, irrespective of any payment deadlines. In the event of default in payment, default interest of 9.2 percentage points above the base interest rate per year shall be deemed agreed.
8.8. The Client shall only be permitted to offset a counterclaim recognized by the Contractor or legally established. The Client shall not be entitled to a right of retention.
8.9. The right to rescind the contract due to a reduction of more than half in accordance with § 934 ABGB (laesio enormis) is excluded.
8.10. Any fees or charges arising from the contractual relationship shall be borne by the Client. Should the Contractor be held liable for such charges, the Client shall indemnify and hold the Contractor harmless.
9. Retention of title
9.1.The Contractor shall retain title to the goods until the purchase price has been paid in full.
10. Secrecy
10.1.The contracting parties undertake to keep all confidential information secret and to treat it as strictly confidential, even after the end of the contract.
10.2.The Client undertakes not to make unrealized drafts and designs accessible to third parties and also not to use or exploit them itself.
11. Data protection
11.1. If the Contractor works for the Client as a processor, the processor contract attached to the offer shall become an integral part of the contract if ordered by the Client, without the need for a separate signature by the Client.
11.2. If changes to the order processing contract are necessary due to legal or technical requirements, the client shall be notified of these at least two months before the changes come into effect. The amendments shall be identified in a comparison. Consent to the amendments to the contract shall be deemed to have been granted if no objection from the Client is received by the Contractor within six (6) weeks of delivery of the amendments.
12. Force majeure
12.1. If force majeure occurs and obligations cannot be fulfilled on time or properly as a result, this shall not constitute a breach of contract.
12.2. Force majeure exists if an event or circumstance prevents a party from fulfilling its contractual obligations and the affected party proves that:
12.2.1.the event is beyond their control,
12.2.2.it was not foreseeable when the contract was concluded,
12.2.3.the effects of the event were unavoidable.
12.3. The following events are presumed to be force majeure until proven otherwise: war, civil war, acts of terrorism, sabotage, embargo, lawful or unlawful official acts, natural disasters, epidemics, fire, prolonged breakdown of means of transportation, telecommunications or energy, unavailability of products and general labor unrest.
12.4. The contracting party affected by the force majeure must inform the other contracting party immediately of the occurrence and end of such an event.
12.5. The party invoking force majeure shall be released from its contractual obligations, but must take all reasonable measures to minimize the effects of the event.
12.6. If the duration of the event significantly impairs the purpose of the contract, either party has the right to terminate the contract within a reasonable period of time. If a party has obtained an advantage prior to the termination of the contract, it must reimburse the value of this advantage to the other party.
13. Assignment of rights
13.1. The Contractor shall be entitled to transfer all obligations and rights to which it is entitled under the contracts to third parties. The Contractor is further entitled to have all obligations fulfilled by third parties on its behalf.
14. IP clause
14.1. unglue gmbh shall be entitled to all intellectual property rights or intellectual property rights that arise from or are derived from the work of unglue gmbh; the client shall receive a non-exclusive right to use them. The client shall also receive a non-exclusive right of use to any pre-existing rights for its own use, to the extent that this is necessary in order to be able to use the services commissioned by it accordingly. If the client wishes to claim further rights, this must be agreed in writing with unglue gmbh; in case of doubt, the rights shall remain with unglue gmbh.
15. Termination of the contract
15.1. Unless otherwise contractually agreed, continuing obligations may be terminated in writing by either party subject to one (1) month's notice to the end of the month.
15.2. This shall not affect termination for good cause. Good cause shall be deemed to exist for the Contractor in particular in the event of misuse or use of the subject matter of the contract in breach of the contract or in the event of insolvency and/or refusal to pay (despite a qualified reminder) on the part of the Client.
15.3. In the event of termination for good cause, the Contractor reserves the right to terminate the Client's access authorizations to the subject matter of the contract or to restrict the use of the subject matter of the contract in such a way that misuse or use contrary to the contract is no longer possible.
16. Final provisions
16.1. The contracting parties shall designate knowledgeable and competent employees in the contract who can make or initiate the necessary decisions.
16.2. Amendments and additions to this contract must be made in writing. This also applies to ancillary agreements and subsequent amendments to the contract, as well as the waiver of the written form requirement.
16.3. Should individual parts of the contract, including these GTC, be or become invalid, this shall not affect the validity of the remaining parts, provided that the essential purpose of the contract can still be fulfilled after the invalidity.
16.4. The Contractor shall not be obliged to perform as long as the Client is in default of payment.
16.5. Austrian law shall apply exclusively, excluding the conflict of law rules and the provisions of the UN Convention on Contracts for the International Sale of Goods.
16.6. The place of jurisdiction for disputes arising from or in connection with the contract or these GTC between the contractual partner and us is exclusively the competent court at the registered office of unglue gmbh.
16.7. The place of performance is the registered office of unglue gmbh.