Terms.
Binding.

Contractor:

Hereinafter also referred to as “seeu” or the “Contractor”.

Client:

The entrepreneur concluding an individual order with the Contractor. Hereinafter also referred to as the “Client”.

2.1 These GTC, in conjunction with the respective individual orders, govern all services provided by seeu.

2.2 The services include in particular:

• — Conception, design and development of websites, landing pages and web applications
• — Setup and operation of internal systems, dashboards, interfaces and automations
• — Technical implementation of landing pages, tracking and conversion measurement for the Client's advertising campaigns
• — Maintenance, operating and support services, where separately agreed (§ 12)

2.3 These GTC apply exclusively. Conflicting terms of the Client or terms deviating from these GTC are expressly rejected unless seeu consents to their application in text form.

2.4 These GTC apply exclusively to entrepreneurs within the meaning of § 1 UGB and § 1 KSchG. Contracts with consumers are not concluded on the basis of these GTC.

2.5 Type of contract. Services directed at producing a specific result – in particular websites, landing pages, web applications, systems, interfaces, automations and designs – are work performances (§§ 1165 ff. ABGB). Ongoing services – in particular maintenance, support, retainers, ongoing tracking and conversion optimisation, consulting and workshops – are service performances for which the Contractor owes diligent effort but not a particular outcome. In iterative development, each sprint constitutes a work performance with its own acceptance (§ 11 para. 5). A differing classification in the individual order takes precedence.

3.1 These GTC form the framework for all individual orders between the parties.

3.2 Conclusion of contract. The individual order is concluded by an offer from the Contractor in text form and its acceptance by the Client in text form. Acceptance also includes (a) confirmation in the offer form provided by the Contractor, (b) payment of the first instalment pursuant to § 9 para. 2, or (c) a request in text form to begin performance. Verbal side agreements require confirmation by both parties in text form to become effective.

3.3 Acceptance with modifications. An acceptance containing modifications, restrictions or additions constitutes a new offer by the Client and requires confirmation by the Contractor in text form. Without such confirmation no contract is concluded and the Contractor does not begin performance.

3.4 Validity of offers. Unless stated otherwise, offers from the Contractor are binding for 30 days from the date of the offer. The prices apply to performance beginning within three months of the date of the offer; if performance begins later for reasons within the Client's sphere, the Contractor is entitled to update the offer.

3.5 Incorporation of these GTC. These GTC form part of every offer from the Contractor. The offer identifies the applicable edition (version and date) and refers to where it can be found at seeu.agency/de/legal/agb, where all editions remain permanently available. By accepting the offer – including acceptance pursuant to para. 2 lit. a to c – the Client declares that it has taken note of the identified edition and agrees to its application.

3.6 Order of precedence. In the event of conflicts the following applies: (a) the individual order including commissioned additional offers (§ 10); (b) the specification or description of services attached to the offer; (c) these GTC. The data processing agreement (§ 17) takes precedence for the processing of personal data on the Client's behalf. Deviations from these GTC in the individual order apply only where they are expressly identified there as a deviation from these GTC. Orders, order confirmations, purchasing terms or other terms of the Client do not become part of the contract (§ 2 para. 3).

3.7 Prices and estimates. (a) A fixed or project price stated in the offer is binding for the scope of services described in the individual order; services outside that scope are governed by § 10. (b) Effort estimates, guide prices and stated hours are non-binding; the actual effort is invoiced. If it becomes apparent that an estimate will be exceeded by more than 10 %, the Contractor informs the Client without delay in text form. The Client decides within 7 days whether performance is continued, reduced or ended; services rendered up to that point are to be remunerated. Until the decision is made, the Contractor is entitled to suspend performance. (c) A cost estimate with a warranty as to its accuracy (§ 1170a para. 1 ABGB) exists only where it is expressly designated as such.

3.8 Follow-up orders. Once the Client has agreed to these GTC, they apply in that edition to follow-up orders placed without a separate offer in text form (e.g. change requests, minor extensions, support enquiries). Such follow-up orders are invoiced on a time and material basis at the agreed hourly rate or, failing that, at the Contractor's current hourly rate according to its price list (§ 10 para. 4). A newer edition of these GTC applies to follow-up orders from the point at which the Contractor has notified the Client of it in text form.

3.9 Authority. The Contractor may assume that persons acting for the Client from an e-mail address of the Client, as a contact person named by the Client (§ 8 para. 6), or via a project or communication tool used by the Client are authorised to place orders and to issue approvals and change requests, unless the Client has previously stated otherwise in text form.

4.1 If the Client invites the Contractor to develop a concept, a strategy or a creative draft before a main contract has been concluded (hereinafter the “pitch”), and the Contractor accepts that invitation, a pre-contractual legal relationship arises between the parties upon that invitation and its acceptance, to which these GTC apply accordingly.

4.2 The Client acknowledges that the Contractor already incurs considerable creative and economic effort during the pitch phase without the Client having entered into any payment obligation.

4.3 The linguistic and graphic elements of a concept – in particular texts, designs, wireframes, strategy papers and presentations – are protected by copyright to the extent that they reach the required level of originality. The Client may not use, exploit or pass on these elements to third parties without the Contractor's express consent in text form (§§ 1 ff. UrhG).

4.4 In addition, every concept contains strategic and promotional ideas that may not reach the level of originality required for copyright protection. The Client undertakes not to use these ideas either – in particular conceptual approaches, positioning ideas, slogans, design approaches and communication strategies – or have them used outside a main contract concluded with the Contractor.

4.5 If the Client is of the opinion that ideas presented by the Contractor had already been developed independently by the Client before the presentation, the Client must inform the Contractor of this in text form within 14 days of the presentation and provide suitable evidence. If that notification is not given in time, the presented idea is rebuttably presumed to have been developed by the Contractor.

4.6 If the Client uses concepts or ideas of the Contractor without concluding a main contract, the Contractor is entitled to demand appropriate remuneration in the amount of the order value stated in the offer plus statutory value added tax.

5.1 The Contractor performs its services with commercial diligence and in line with the current state of the art.

5.2 Specification, deadlines and fees follow from the respective individual order.

5.3 Deadlines are binding only where they have been agreed as binding in text form. Delays within the Client's sphere – in particular missing cooperation pursuant to § 8 – postpone deadlines accordingly without further declaration.

5.4 The Contractor is entitled to render partial services and to invoice them separately, to the extent this is reasonable for the Client.

5.5 The place of performance is the Contractor's registered office. The Contractor works remotely. On-site appointments take place by agreement; travel costs are invoiced separately on a time and material basis.

5.6 Project phases. Unless the individual order provides otherwise, work performances are rendered in the following phases: phase 1 – concept and design (from commissioning until approval of the concept, design or prototype); phase 2 – implementation (until the finished work is made available); phase 3 – acceptance and handover (§ 11). The individual order may provide for different phases, milestones or sprints. Phase 1 begins upon receipt of the first instalment (§ 9 para. 2), each subsequent phase upon completion of the preceding one. The services of a phase are rendered as soon as the phase result has been made available (para. 7); the phase is completed as soon as the result has been approved (§ 8 para. 8) or accepted (§ 11).

5.7 Making available. An interim result or work is made available as soon as the Contractor has notified the Client of its completion in text form and has provided access to it (e.g. staging URL, test access, file). The review and approval periods (§ 8 para. 8, § 11 para. 2) and the payment due dates pursuant to § 9 para. 2 begin upon it being made available.

5.8 Go-live. A work goes live after the Client's approval in text form and after receipt of payment in full (§ 9 para. 3), carried out by the Contractor or the Client. The Client creates the necessary conditions, in particular domain and DNS access, provision of the legal texts (§ 14 para. 6) and of the content (§ 8 para. 10). Upon going live the work is deemed accepted (§ 11 para. 3); operation lies with the Client from that point onwards (§ 12).

5.9 Deadlines and default of the Contractor. Deadlines not expressly agreed as binding are target dates. Deadlines are postponed in the event of missing or late cooperation (§ 8), change requests (§ 10), standstill (§ 21 para. 5) and impediments to performance (§ 21 para. 9) by the duration of the delay plus a reasonable restart period. If the Contractor is in default with a deadline agreed as binding, the Client must set a grace period of at least 14 days in text form; only after that period has expired without result is the Client entitled to terminate pursuant to § 21 para. 6. Contractual penalties and liquidated damages for delay are excluded; damages are governed by § 15.

5.10 Right to modify performance. The Contractor is entitled to replace the technologies, libraries, services and AI models used to render the services with equivalent ones, provided the specification and the agreed functionality are preserved. Where a change has cost implications for the Client or affects services or accounts held in the Client's name, the Contractor informs the Client in advance in text form. Technologies or services specified by the Client are owed only where they are expressly agreed in the individual order; the Contractor gives no warranty as to their suitability.

5.11 Refusal of inadmissible content. The Contractor is entitled to refuse to implement content or functions which, in its assessment, infringe laws, third-party rights, the terms of platforms or services, or public morals. Such a refusal does not constitute a defect and gives rise to no claim for a price reduction or a refund. In case of doubt the Contractor may require confirmation from the Client in text form that the legal admissibility has been examined (§ 14 para. 6). If the Client insists on implementation, § 21 para. 7 lit. d applies.

5.12 Bearing of risk. The Contractor secures work results in its repository until handover and bears the risk of accidental loss to that extent. The Client bears the risk for data, configurations and environments on services held in the Client's name (§ 12 para. 1); restoring them is an additional service (§ 10).

5.13 Availability. The Contractor is available during usual business hours (Mon–Fri 9 a.m. to 5 p.m., excluding public holidays in Austria). Response or resolution times are assured only where a service level has been agreed pursuant to § 12.

6.1 The Contractor uses artificial intelligence (AI) in rendering its services, in particular AI models such as Claude (Anthropic) and AI-assisted development tools such as Cursor. The Client expressly acknowledges and agrees to this. A current overview of the tools used is available at seeu.agency/en/legal/ai.

6.2 The use of AI serves the efficiency and speed of service delivery. Professional quality control, final editing and ultimate responsibility for content remain with the Contractor at all times.

6.3 The Contractor does not make content and data provided by the Client available for training public AI models. Where AI providers used by the Contractor provide for inputs to be used for training purposes, the Contractor deactivates this through the corresponding settings (opt-out, zero-retention modes, business or API plans).

6.4 According to current case law, AI-generated content is not eligible for copyright protection in many jurisdictions, or only to a limited extent. The Contractor warrants that AI-generated elements are delivered free of identifiable third-party rights to the best of its knowledge, but gives no warranty as to their eligibility for copyright protection vis-à-vis third parties.

6.5 Disclosure of the tools. The AI tools used, their providers, the place of processing and the settings excluding the use of inputs for training purposes are published at seeu.agency/en/legal/ai. Where AI tools process personal data of the Client, they are deemed sub-processors within the meaning of the data processing agreement (§ 17).

6.6 Labelling. The Contractor labels AI-generated or substantially AI-edited content to the extent required under Art. 50 of Regulation (EU) 2024/1689 (AI Act) and informs the Client of existing labelling and disclosure obligations. If the Client publishes or distributes delivered content, the Client is responsible for complying with those obligations; the Client may not remove labels or machine-readable markings applied by the Contractor.

6.7 AI functions in delivered systems. Where the Contractor integrates AI functions into systems on the Client's behalf (e.g. chat assistants, automated analyses or text generation), the following applies:

• (a) The Client is the deployer of the AI system within the meaning of the AI Act. The Contractor provides the information required to meet the deployer obligations (model used, provider, intended purpose, known limitations).
• (b) The Client leaves in place the transparency notices provided by the Contractor, in particular the notice that users are interacting with an AI system (Art. 50 para. 1 AI Act).
• (c) Use in high-risk areas pursuant to Annex III of the AI Act – in particular recruitment and employment, creditworthiness assessment, access to essential services – as well as prohibited practices pursuant to Art. 5 of the AI Act are excluded without a separate agreement in text form; the Client informs the Contractor before any such use.
• (d) The Client indemnifies the Contractor against third-party claims and official sanctions resulting from use in breach of lit. b or lit. c (§ 15 para. 8).

6.8 Nature of AI outputs. AI systems can produce incorrect, incomplete or biased outputs. For AI functions in delivered systems the Contractor owes integration and configuration in accordance with the contract, not the accuracy, completeness or suitability of individual AI outputs. The Client reviews AI outputs before using them in any legally or commercially relevant way.

6.9 AI literacy. The Contractor ensures that the persons dealing with AI systems have the necessary AI literacy pursuant to Art. 4 of the AI Act.

7.1 The Contractor is entitled to engage subcontractors to render its services – in particular freelancers, external developers, designers as well as cloud and hosting providers.

7.2 The Contractor is liable for its subcontractors as for its own staff. No direct contractual relationship arises between the Client and a subcontractor.

7.3 Where subcontractors process personal data of the Client, the provisions of the data processing agreement (§ 17) apply.

7.4 The Contractor obliges all subcontractors in text form to confidentiality at least equivalent to § 16.

8.1 The Client is obliged to provide all information, content (texts, images, logos, brand guidelines, data), access (e.g. to hosting, domains, CMS, tracking tools) and approvals required for the proper execution of the order in good time, in full and in a suitable form.

8.2 The Client warrants that the content it provides is free of third-party rights or that the necessary usage, image, trademark and exploitation rights are held by the Client. The Client indemnifies the Contractor against all third-party claims resulting from a breach of this warranty, including reasonable costs of legal defence (§ 15 para. 8).

8.3 If performance is delayed as a result of missing or late cooperation by the Client, the Client is in default of acceptance. The Contractor is entitled to demand appropriate remuneration for the additional effort thereby incurred pursuant to § 10 para. 4 and to postpone deadlines accordingly.

8.4 If a required act of cooperation is not performed despite a request in text form setting a period of at least 14 days, the Contractor is entitled to withdraw from the individual order; the winding-up is governed by § 21 para. 3.

8.5 Data backup. The Client is responsible for regularly backing up its data and content, unless a backup service by the Contractor has been expressly agreed.

8.6 Contact person. In the individual order the Client names a contact person authorised to take decisions and to issue approvals and change requests. Declarations by that person are binding on the Client. A change must be notified to the Contractor in text form. In the event of conflicting instructions from several persons on the Client's side, the contact person decides; until that decision the Contractor may set the affected work aside.

8.7 Project channel. The individual order specifies the communication channel for approvals, change requests and other project-related declarations (e.g. e-mail or a project tool). Declarations in text form via other channels are effective; the Contractor is, however, entitled to require confirmation in the project channel before implementing them. Verbal declarations become effective only upon confirmation in text form.

8.8 Approvals. The Contractor submits interim results – in particular concept, design, prototype, texts – to the Client for approval. Approvals are binding and define the agreed quality (§ 14 para. 3); changes to approved results are additional services (§ 10). If the Client does not respond within 7 days of an approval request being made available, where that request pointed out this consequence, the interim result is deemed approved. An approval subject to reservations or containing change requests is not an approval but feedback within the meaning of para. 9. Acceptance of the finished work is governed by § 11.

8.9 Rounds of revisions. A round of revisions is one consolidated set of feedback from the contact person on an interim result in text form; the Contractor may wait to incorporate it until the feedback is complete. Corrections remedying deviations from the specification or briefing are owed irrespective of the number of rounds of revisions. Change requests going beyond the specification and briefing – in particular design preferences, new functions or content – are implemented within the number of rounds of revisions agreed in the individual order; beyond that they are additional services (§ 10). If the individual order does not specify a number, one round of revisions per interim result is included.

8.10 Content and placeholders. The Client delivers the content it is to supply (texts, images, logos, data) by the date named in the individual order or, failing such agreement, by the start of the implementation phase (§ 5 para. 6). If the Client fails to deliver in full despite a request setting a grace period of 14 days, the Contractor is entitled to complete the work with placeholders (neutral texts, placeholder images or AI-generated suggestions) and to make it available for acceptance. Missing content or content replaced by placeholders does not constitute a defect and does not prevent acceptance. Adding content subsequently is an additional service (§ 10). A go-live with placeholders takes place only at the Client's express request in text form; in that case the Contractor is entitled to exclude the project from its reference rights (§ 18).

8.11 Review and defect reports. The Client reviews results made available within the respective period against the specification, on the devices and browsers it usually uses. Defects and errors must be reported in a way that allows the Contractor to reproduce them (description, steps to reproduce, device and browser, a screenshot where possible). The Contractor may set aside reports that cannot be reproduced until they are completed; the review and approval periods continue to run in the meantime.

9.1 Fees and third-party costs. The amount of the fee follows from the respective individual order. Unless stated otherwise, all prices are net plus statutory value added tax. Travel costs and expenses are invoiced separately on a time and material basis. Third-party costs (in particular hosting, databases, domains, licences, SaaS services) are borne by the Client directly vis-à-vis the respective provider (§ 12 para. 1); the Contractor does not advance third-party costs. Where it exceptionally does so by agreement in text form, they are passed on without a mark-up, and the Contractor may require payment in advance.

9.2 Payment model. The fee for work performances falls due according to one of the following models; the order value stated in the individual order is decisive:

• (a) 50/50 model for an order value below EUR 10,000.00 net: 50 % on placing the order, 50 % on acceptance (§ 11, including deemed acceptance pursuant to § 11 para. 3).
• (b) Model in thirds from an order value of EUR 10,000.00 net: one third on placing the order, one third on reaching the interim milestone defined in the individual order (e.g. approval of the design or review of the first prototype), but no later than 14 days after it has been made available (§ 5 para. 7), one third on acceptance (§ 11, including deemed acceptance).

The individual order may provide for the respective other model or a different payment schedule. Active performance begins after receipt of the first payment.

9.3 Final instalment, go-live and handover. Upon acceptance the Contractor issues the final invoice. Go-live (§ 5 para. 8) and handover (§ 11 para. 6) take place after receipt of payment in full. A go-live before payment in full requires the Contractor's consent in text form; in that case the Contractor grants the Client a provisional, non-exclusive right of use which lapses if the Client remains in default of payment despite a grace period of 7 days (§ 13 para. 4).

9.4 Payment period. All invoices are due for payment without deduction within 14 days of the invoice date.

9.5 Continuing contracts and time-based invoicing. Fees under continuing contracts are invoiced monthly in advance at the beginning of the month. Services invoiced on a time and material basis are billed monthly in arrears on the basis of the Contractor's time records. Objections to an invoice must be raised in text form within 14 days of receipt; otherwise the invoice is deemed approved. The Contractor points out this consequence on the invoice.

9.6 Electronic invoicing. The Client consents to invoices being transmitted in electronic form (PDF by e-mail).

9.7 Default. If the Client is in default of payment, the Contractor is entitled to default interest of 9.2 percentage points above the base rate pursuant to § 456 UGB. Reminder fees, debt collection costs and other necessary costs of recovery are charged in addition.

9.8 Withholding of performance. In the event of default of payment the Contractor is entitled to withhold further services until payment in full has been made and/or to suspend access to systems it supports, provided the Client was previously informed of this consequence in text form and payment has not been made within a grace period of 7 days. In the event of default with the final instalment, go-live and handover do not take place. If payment is still not made despite a further grace period of 14 days, the Contractor is entitled to withdraw from the individual order; the winding-up is governed by § 21.

9.9 Withholding by the Client. On account of alleged defects the Client is entitled to withhold only a reasonable portion of the fee, but no more than three times the expected cost of remedying the defects.

9.10 Creditworthiness. If, after conclusion of the contract, circumstances become known that give rise to justified doubts about the Client's solvency – in particular default of payment in other orders, enforcement or insolvency petitions – the Contractor is entitled to demand payment in advance or the provision of security and to withhold its services until then.

9.11 Retention of title. All works and granted rights of use remain with the Contractor until payment in full (§ 13 para. 4).

9.12 Set-off. Set-off against counterclaims that are not acknowledged or not established by a final court decision is excluded.

10.1 Services going beyond the scope of services agreed in the individual order are deemed additional services.

10.2 The Client submits change requests in text form. The Contractor assesses the change in terms of effort, cost and impact on the schedule and submits an additional offer to the Client.

10.3 Additional services going beyond para. 6 are carried out only after the additional offer has been commissioned in text form. Until then the Contractor is not obliged to begin implementation.

10.4 Additional services that are not covered by a fixed price are invoiced on a time and material basis at the hourly rate agreed in the individual order or, failing that, at the Contractor's current hourly rate according to its price list. Part quarter-hours are rounded up to the next quarter-hour. For services outside usual business hours (§ 5 para. 13) as well as at weekends and on public holidays, a surcharge of 50 % applies at the Client's express request.

10.5 A different hourly rate may be agreed in the individual order. It applies exclusively to that order and to the services named in it.

10.6 Additional services on request. Additional services requested by the Client in text form are deemed commissioned and are remunerated pursuant to para. 4 without an additional offer being required, provided the expected effort does not exceed five hours. If the Contractor expects a higher effort, it notifies the Client before starting and submits an additional offer (para. 2); the Client may instead approve implementation on a time and material basis with a cap in text form.

11.1 Where the Contractor renders work performances – in particular the creation of a website, a tool, a system or an interface – acceptance takes place after completion.

11.2 The Client must review the finished work within 14 days of it being made available (§ 5 para. 7) and report any defects in text form pursuant to § 8 para. 11.

11.3 Deemed acceptance. If no defects are reported in text form within the 14-day period, or if the Client uses the work productively – e.g. by taking the website live or using it in business operations – the work is deemed accepted.

11.4 Insignificant defects do not entitle the Client to refuse acceptance.

11.5 For services rendered iteratively (e.g. sprint-based development), acceptance takes place sprint by sprint.

11.6 Handover. After acceptance and receipt of payment in full (§ 9 para. 3), handover takes place: the Contractor takes the work live or assists in taking it live (§ 5 para. 8) and hands over the source code (§ 13 para. 6), access credentials and documentation. The handover is recorded in a handover protocol. The Contractor's obligation to perform ends upon handover; warranty claims under § 14 remain unaffected.

11.7 Legal consequences of acceptance. Acceptance constitutes handover within the meaning of §§ 922 ff. ABGB; the warranty period and the duty to give notice of defects (§ 14) begin upon acceptance. Deviations resulting from the Contractor's creative discretion within the specification do not constitute a defect.

11.8 Interim states. Prototypes, test versions, staging environments and other interim states are provided “as is”, exclusively for review and approval. They may not be used productively; warranty exists only for the accepted work. If the Client uses an interim state productively, para. 3 applies. A technical go-live carried out by the Contractor for testing purposes – for instance on a temporary domain or without search engine indexing, in order to test tracking, forms or e-mail delivery – is an interim state and constitutes neither acceptance nor handover.

12.1 Operating model. The services required to operate the delivered systems – in particular hosting, databases, file storage, domains, e-mail delivery, monitoring, AI, advertising, tracking, analytics and other SaaS services – are set up on accounts held in the Client's name. The Client is the contracting party and cost bearer vis-à-vis these providers, the operator of the systems and the controller under data protection law. The Client is responsible for payment, for the security of its accounts and credentials, and for compliance with the providers' terms. Price and service changes, outages, data losses or suspensions by these providers, as well as decisions by platform and advertising providers on the admission, rejection or suspension of the Client's content, ads or accounts, lie outside the Contractor's responsibility. Access granted to the Contractor does not create any duty of support, monitoring or backup. The Contractor provides hosting or operating services on its own infrastructure only by separate agreement.

12.2 Access. The Client sets up dedicated, personal accounts for the Contractor with two-factor authentication and the scope of permissions required for the service; passing on the Client's owner credentials is not necessary and is done at the Client's own risk. The Contractor treats credentials confidentially and uses them exclusively to render its services. After completion of an individual order without ongoing support, and upon termination, the Client revokes the access or the Contractor removes itself from the systems (§ 21 para. 11 lit. d). The Contractor assumes no responsibility for events occurring after access has been revoked.

12.3 No maintenance obligation. Maintenance, support and ongoing care are owed only where separately agreed (maintenance contract). Without such an agreement the Contractor's obligation to perform ends upon handover (§ 11 para. 6). In particular there is no obligation to provide updates, security updates, error corrections outside the warranty, adaptations to changed third-party systems, or further development. Services after handover are rendered upon separate commissioning on a time and material basis (§ 10) or as a fixed-price offer.

12.4 Maintenance contract – scope. Where a maintenance contract has been agreed, it covers, unless the individual order provides otherwise: (a) updates of dependencies and frameworks within the major version in use as well as security updates; (b) verification of functionality after updates; (c) the correction of errors after the warranty period has expired; (d) a support channel for enquiries; (e) minor adjustments within the quota pursuant to para. 5. It does not cover, in particular, further development and new functions, migration to new major versions, data migrations, content maintenance, legal texts, design changes, the cost of third-party services, or adaptations to changed third-party interfaces to the extent they exceed the quota; these services are commissioned separately pursuant to § 10. Maintenance is a service performance within the meaning of § 2 para. 5.

12.5 Quota. The monthly maintenance fee covers the quota of hours agreed in the individual order. Unused hours expire at the end of the month; they are neither carried over nor refunded. If the quota is exceeded, up to two further hours per month are invoiced at the hourly rate pursuant to § 10 para. 4 without separate approval; effort beyond that requires the Client's approval in text form.

12.6 Maintenance levels. (a) Standard maintenance: the Contractor handles enquiries with commercial diligence during business hours (§ 5 para. 13), as a rule within two working days; in emergencies (system unreachable, security incident, data loss) the Contractor endeavours to respond on the next working day. Particular response or resolution times are not assured. (b) Premium maintenance (SLA): where expressly agreed in the individual order against separate remuneration, the Contractor assures the response and resolution times set out there. Availability of the systems is not assured; it depends on the terms of the providers commissioned by the Client (para. 1).

12.7 Time not counted and liquidated damages. Periods in which handling is prevented by force majeure (§ 19), disruptions at third-party providers, missing cooperation or missing access on the Client's side, or interventions by the Client or third parties, are not counted towards response and resolution times. Under premium maintenance, liquidated damages in the amount of the monthly maintenance fee for the month concerned apply where assured times are not met; further claims arising from such a shortfall are excluded. In all other respects § 15 applies.

12.8 Services outside business hours. Handling outside business hours is not owed. If the Contractor nevertheless renders services outside business hours at the Client's request, the surcharge pursuant to § 10 para. 4 applies.

12.9 Data protection in maintenance. Where maintenance involves access to personal data in the Client's production systems, a data processing agreement pursuant to § 17 must be concluded before it begins.

12.10 Domains and licences. Domain registrations, licences and subscriptions are taken out in the Client's name; the Client bears the costs. Where registration is exceptionally made through the Contractor, the Client is obliged to reimburse the costs without delay; the Contractor transfers the registration to the Client on request.

13.1 All works created by the Contractor – code, designs, texts, concepts and other content – are protected by copyright to the extent they are eligible for protection. The protective rights remain in principle with the Contractor or with the respective author.

13.2 Transfer of rights. Upon payment in full for the respective individual order – in the event of early termination: of the amounts owed pursuant to § 21 – the Contractor grants the Client an exclusive right of use, unlimited in time and territory, in the parts of the work created specifically for the Client and paid for (in particular individually developed source code, designs, texts), covering all known types of use and including the right to modify. A transfer to third parties is permitted in the course of a sale or restructuring of the business, otherwise only with the Contractor's consent.

13.3 Background IP. In tools, libraries, components, templates, prompts, methods and other building blocks that the Contractor has developed or develops independently of the individual order and uses across several projects (“background IP”), the Client receives a non-exclusive right of use, unlimited in time and territory, to the extent required to use and further develop the delivered work. The Contractor remains entitled to use background IP without restriction for other clients.

13.4 Reservation until payment in full. Until the respective individual order has been paid in full, all rights remain with the Contractor. Until then the source code remains in the Contractor's repository, from which the Contractor deploys to the Client's infrastructure. Use of the work before payment in full is permitted only under a provisional right of use pursuant to § 9 para. 3. If that right lapses, the Client must cease use; after giving notice in text form the Contractor is entitled to take the work out of operation or to block access to it.

13.5 Open source components. Where the Contractor uses open source software, the respective licence terms apply in addition. The Contractor endeavours to use permissive licences only (e.g. MIT, Apache 2.0, BSD); para. 11 applies to copyleft components.

13.6 Source code. After acceptance and payment in full, the Contractor transfers the repository of the work created specifically for the Client to the Client or provides an export together with build instructions. If the Client or a third party makes changes to the source code, the Contractor's warranty for the parts affected lapses (§ 14 para. 4 lit. e). Without a separate order there is no obligation to provide maintenance, further development or documentation beyond the build instructions.

13.7 Author's credit. The Contractor is entitled to be named as the author of the work in a customary, discreet manner, in particular by a notice in the footer of a website with a link to seeu.agency. This notice is part of the agreed service and remains in place even after exclusive rights have been granted; the Client may object to it being applied in text form. Moral rights are not transferable under Austrian law.

13.8 Drafts not realised. Drafts, variants and concepts that the Client has not approved or not commissioned remain with the Contractor with all rights and may be used by it elsewhere. The Client acquires no rights in them, even where they were created as part of a paid individual order.

13.9 Client's content and signs. All rights in the content provided by the Client (texts, images, logos, trademarks, data) remain with the Client. The Client grants the Contractor the right to use this content to render the services and – within the scope of § 18 – for reference purposes, including depicting the Client's name and logo.

13.10 Third-party licences. Where third-party components are used in the work – in particular fonts, icons, stock material, plug-ins, templates or libraries – the licence terms of the respective provider apply to them. Licences are acquired in the Client's name (§ 12 para. 10); the Client is responsible for complying with the licence terms and for maintaining the licences. The Contractor informs the Client at handover about the licensed components used.

13.11 Copyleft components. The Contractor uses open source components with copyleft licences (e.g. GPL, AGPL) whose use may require the Client's source code to be disclosed only after informing the Client in text form in advance. The Client decides on their use and bears the consequences of the licence terms.

13.12 Names, signs and searches. Where the Contractor develops names, logos, slogans or other signs, it does not carry out any trademark, company name, domain or other protective-right searches. Examining eligibility for protection and freedom from third-party rights is the Client's responsibility unless separately commissioned. The Contractor gives no warranty as to registrability as a trademark or availability as a domain.

13.13 Know-how. The Contractor is entitled to use know-how, experience and generic solution approaches acquired in the course of an individual order without restriction for other clients, provided that no confidential information of the Client (§ 16) is thereby disclosed.

14.1 The Contractor warrants that its work performances correspond, upon acceptance, to the agreed quality pursuant to para. 3.

14.2 The following applies:

• (a) The warranty period is 6 months from acceptance (§ 11); for additional and follow-up orders without separate acceptance, 6 months from being made available (§ 5 para. 7).
• (b) The Client has a duty to examine and give notice of defects pursuant to § 377 UGB. Defects must be notified in text form without delay upon discovery, at the latest within 14 days of acceptance or of being made available.
• (c) The presumption of defectiveness pursuant to § 924 ABGB is excluded. The Client must prove that the defect existed at the time of handover.
• (d) In the case of a justified defect, the Contractor has the right to choose between repair and replacement. Rescission or a price reduction only come into consideration if repair or replacement fails or is unreasonably refused.

14.3 Quality. The quality agreed under the contract is exclusively the specification set out in the individual order, as defined further by the Client's approvals (§ 8 para. 8). Compatibility is owed for the versions of the common browsers (Chrome, Safari, Firefox, Edge) and operating systems current at the time of acceptance. Further properties, expectations or purposes are owed only where they have been agreed in text form.

14.4 Excluded from the warranty are defects attributable to:

• (a) improper handling or operation by the Client or third parties;
• (b) faulty or incomplete content, data or specifications provided by the Client;
• (c) changes to underlying third-party systems – browsers, operating systems, third-party APIs, cloud platforms, AI models – after acceptance;
• (d) the inherent need to adapt digital content (e.g. ongoing updating of dependencies, interfaces, security updates) which has not been agreed as part of a maintenance scope;
• (e) changes, extensions or other interventions in the work, in particular in the source code handed over, in the database or in the infrastructure, by the Client or by third parties. The warranty lapses for the parts affected and for consequential errors arising from them.

14.5 No promise of success. Tracking, conversion and consulting services as well as other service performances (§ 2 para. 5) are services for which the Contractor owes diligent effort but not a particular outcome. Rankings, reach, click or conversion rates, enquiries, revenue or other commercial results are not assured.

14.6 No legal advice. The Contractor does not provide legal advice. The Client is responsible for the legal admissibility of content and for compliance with the provisions applicable to its website or system – in particular imprint, privacy policy, cookie consent, accessibility (BaFG), labelling obligations and competition law requirements – unless implementation has been expressly commissioned. Templates for legal texts provided by the Contractor are non-binding samples.

14.7 Security. The Contractor owes security measures in line with the state of the art at the time of acceptance, not the absence of any security vulnerabilities. Vulnerabilities in third-party components that become known after acceptance do not constitute a defect; they are remedied under a maintenance contract or on a time and material basis.

14.8 Remedying defects. The Contractor remedies justified defects within a reasonable period from a reproducible report (§ 8 para. 11). The Client is not entitled to remedy defects itself or have them remedied by third parties and charge the costs to the Contractor as long as the Contractor is willing to repair them. If the Contractor definitively refuses repair, or if two attempts at repair fail, the Client is entitled to a price reduction; reimbursement of the costs of remedy by third parties only comes into consideration in the event of definitive refusal by the Contractor and is limited to the reasonable costs, but no more than the fee for the affected part of the work. A defect is also deemed remedied where the Contractor provides a workaround achieving the agreed functionality; the definitive fix may be made under maintenance or on a time and material basis. If the Client has third parties work on the work without these conditions being met, para. 4 lit. e applies.

14.9 Unjustified notice of defects. If an examination shows that no defect exists – in particular because the cause lies within the Client's sphere, with third-party providers, or in one of the circumstances listed in para. 4 – the Contractor is entitled to invoice the examination and analysis effort pursuant to § 10 para. 4, provided it pointed out this consequence when receiving the report. Errors that cannot be reproduced are deemed a defect only once the Client has provided comprehensible evidence of their occurrence.

14.10 Service performances. In the case of service performances (§ 2 para. 5), where performance is not in accordance with the contract the Client is first entitled to rectification; a reduction of the fee only comes into consideration if rectification fails or is unreasonably refused.

15.1 The Contractor is liable exclusively for damage caused by intent and gross negligence. Liability for slight negligence is excluded, except for personal injury.

15.2 Liability for indirect damage, consequential damage, loss of profit, loss of data, loss of production, reputational damage, wasted expenditure and third-party claims is excluded.

15.3 Maximum liability:

• (a) For individual orders with a fixed or project price: the amount of the order value of the individual order concerned.
• (b) For continuing contracts (e.g. maintenance, support, retainer): the amount of the remuneration for the last 12 months before the event causing the damage.

The maximum liability amounts apply in aggregate to all cases of damage in a contract year.

15.4 Loss of data. In the event of loss of data, the Contractor is liable only for the effort that would have been required for restoration had the Client carried out proper and regular data backups (§ 8 para. 5).

15.5 The Contractor is not liable for damage resulting from:

• (a) force majeure within the meaning of § 19;
• (b) outages or defects of third-party providers (hosting, AI APIs, cloud services, DNS, domain registrars, payment service providers, advertising and analytics platforms, other SaaS);
• (c) breach of the Client's duties to cooperate pursuant to § 8;
• (d) interventions by the Client or third parties in systems, source code or infrastructure, as well as disruptions at services held in the Client's name (§ 12 para. 1).

15.6 Claims for damages against the Contractor become time-barred within 12 months of knowledge of the damage and the party causing it, and in any event 3 years after the event causing the damage. Liability under the Product Liability Act remains unaffected.

15.7 Recommendations. The Contractor's recommendations regarding technologies, providers, services, procedures or strategies are made to the best of its knowledge but are non-binding. The decision on their implementation is taken by the Client; the Contractor is liable for recommendations only in accordance with this paragraph.

15.8 Indemnification by the Client. The Client indemnifies the Contractor against all third-party claims, official sanctions and reasonable costs of legal defence resulting from (a) content, data or specifications provided or approved by the Client infringing third-party rights or statutory provisions (§ 8 para. 2); (b) the Client having provided personal data without a sufficient legal basis (§ 17 para. 4); (c) the Client using AI functions contrary to § 6 para. 7; (d) the Client using the work or content contrary to § 5 para. 11 or § 14 para. 6. The Contractor informs the Client without delay of claims asserted and coordinates the defence with the Client.

16.1 Both parties undertake to treat all confidential information of the other party that becomes known in the course of the contractual relationship – in particular business and trade secrets, customer data, concepts, technical information, source code, prices and strategies – as strictly confidential and to use it exclusively for the purposes of the contract.

16.2 The duty of confidentiality applies for the term of the contract and for 3 years after the contract ends.

16.3 Excluded is information which demonstrably:

• (a) is public knowledge or becomes public knowledge through no fault of the receiving party;
• (b) was lawfully known to the receiving party from another source before being disclosed;
• (c) must be disclosed on the basis of a statutory obligation or an official order.

16.4 The Contractor may pass on confidential information to subcontractors to the extent required to perform the order and provided the subcontractor has been placed under a corresponding duty of confidentiality.

16.5 The use of AI tools pursuant to § 6 under the conditions described there does not constitute a breach of the duty of confidentiality.

16.6 After the contractual relationship ends, each party returns or deletes the other party's confidential information on request, unless statutory retention obligations or § 21 para. 11 lit. e prevent this.

17.1 Both parties undertake to comply with the provisions of the GDPR and the Austrian Data Protection Act (DSG).

17.2 Where the Contractor processes personal data on the Client's behalf in the course of its services – e.g. customer data in CRM systems, booking systems, contact forms or databases of the Client – the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before processing begins. A template for the DPA is provided by the Contractor.

17.3 Information on the data protection aspects of the data processed by the Contractor itself for the purposes of initiating, handling and communicating about orders can be found at seeu.agency/en/legal/privacy.

17.4 The Client warrants that personal data which it provides to the Contractor, or to which it grants access, has been collected lawfully and that its processing by the Contractor within the scope of the order is permitted. The Client indemnifies the Contractor against claims arising from a breach of this warranty (§ 15 para. 8).

18.1 The Contractor is entitled, after the contract begins, to name the Client as a reference customer and to present the Client's project and product for self-promotion purposes – in particular by naming the Client's name and logo, screenshots, designs, descriptions of the project as a case study, and a link to the Client's website. This covers the Contractor's portfolio, the seeu.agency website, social media profiles, as well as pitches and materials presented to potential clients.

18.2 The Client may object to these reference rights at any time in text form. Publications already made are removed within a reasonable period; uses that have appeared in printed works are excluded from this.

18.3 The duty of confidentiality pursuant to § 16 remains unaffected by these reference rights. Only the public appearance of the project and the fact of the collaboration are disclosed.

18.4 Images of persons from the Client's environment are used for reference purposes only with their consent.

19.1 Neither party is liable for non-performance or delayed performance of obligations to the extent this is attributable to events of force majeure.

19.2 Force majeure includes in particular: natural disasters, war, terrorism, pandemics, official orders, strikes, cyber attacks (unless made possible by the gross negligence of the affected party), prolonged outages of the internet, electricity or indispensable third-party providers, in particular cloud providers, AI API providers (e.g. Anthropic, OpenAI), hosting providers as well as DNS and CDN services.

19.3 The parties will inform each other without delay of the occurrence and expected duration of force majeure. If the event lasts longer than 60 days, each party is entitled to terminate the affected individual order; the winding-up is governed by § 21 para. 9 and para. 11.

20.1 The respective individual order begins upon commissioning and ends upon handover (§ 11 para. 6) or early pursuant to § 21.

20.2 Continuing contracts – in particular maintenance, support, retainers – are concluded for an indefinite period unless otherwise agreed in the individual order and may be terminated by either party by ordinary notice of one month to the end of the month.

20.3 The right to extraordinary termination for good cause remains unaffected. Good cause on the Contractor's side includes in particular the grounds listed in § 21 para. 7; on the Client's side in particular the grounds listed in § 21 para. 6 as well as the opening of insolvency proceedings over the Contractor's assets.

20.4 Notices of termination must be given in text form.

20.5 Data export. Upon termination the Contractor provides the Client, on request, with a one-off export of the data and content stored at the Contractor in a common, machine-readable format, free of charge. Further migration or preparation services are invoiced on a time and material basis. Where the infrastructure runs on the Client's accounts (§ 12 para. 1), the Client has direct access at any time in any event.

20.6 Price adjustment. Fees under continuing contracts are index-linked to the consumer price index 2020 published by Statistik Austria (or the index replacing it). The adjustment is made annually on 1 January on the basis of the index change of the previous year and is notified to the Client in text form at least one month in advance. In the event of an increase of more than 10 %, the Client has an extraordinary right of termination effective as of the date the increase takes effect.

20.7 Amendment of these GTC for continuing contracts. The Contractor is entitled to amend these GTC for ongoing continuing contracts with effect for the future. Amendments are notified to the Client in text form at least two months before they take effect. If the Client does not object within one month of receipt, the amended GTC are deemed accepted; this consequence is pointed out in the notification. In the event of an objection, either party is entitled to terminate the continuing contract effective as of the date the amendment takes effect.

21.1 Scope and definitions. This paragraph governs the early termination of individual orders for work performances (§ 2 para. 5) and the winding-up of every termination. Continuing contracts are governed by § 20 in conjunction with para. 12. Phases are determined by § 5 para. 6; the instalment assigned to a phase is the one upon whose receipt the phase begins (§ 9 para. 2); the final instalment is assigned to phase 3. Performance begins upon receipt of the first instalment. The Contractor's claims upon termination by the Client are governed exhaustively by this paragraph; § 1168 ABGB is thereby given concrete form.

21.2 Cancellation before performance begins. If the Client cancels an individual order after conclusion of the contract but before performance begins, it owes a cancellation fee of 20 % of the net order value. Payments already made are credited; any excess amount is refunded within 14 days. The Contractor has no further claims on account of the cancellation.

21.3 Discontinuation by the Client during a phase. If the Client ends the individual order after performance has begun – by declaration in text form, by standstill pursuant to para. 5, by default of payment pursuant to § 9 para. 8, or by failure to cooperate pursuant to § 8 para. 4 – the following applies:

• (a) The current phase is settled in full. The instalment assigned to it remains with the Contractor or falls due to the extent it has not yet been paid.
• (b) The Client owes no remuneration for phases not yet begun.
• (c) If the finished work has already been made available (§ 5 para. 7), the entire fee for the individual order falls due.
• (d) Additional services rendered up to termination (§ 10) are invoiced on a time and material basis.

21.4 Option in the event of default of payment. In the event of the Client's default of payment, the Contractor may insist on performance instead of withdrawing and assert the amounts due; in that case go-live and handover take place after payment is received (§ 9 para. 3).

21.5 Standstill. If the Client does not respond to the Contractor's approval requests, queries or requests for cooperation for more than 30 days, the Contractor is entitled to put the project on hold and to allocate its capacity elsewhere; agreed deadlines cease to apply. Resumption takes place subject to the Contractor's capacity; the additional effort for getting back up to speed is invoiced pursuant to § 10 para. 4. If the standstill lasts longer than 90 days, the individual order is deemed ended by the Client pursuant to para. 3. Payments due remain unaffected by the standstill.

21.6 Termination by the Client for good cause. The Client may end the individual order for good cause, in particular if the Contractor is in default with a deadline agreed as binding despite a grace period of 14 days (§ 5 para. 9) or breaches material contractual obligations despite a warning with a grace period of 14 days. In that case the services rendered up to termination are invoiced on a time and material basis at the agreed or, failing that, the current hourly rate, but no more than the pro rata order value; advance payments exceeding that amount are refunded within 14 days. The handover pursuant to para. 11 lit. b takes place without separate remuneration. The Client's claims for damages are governed by § 15.

21.7 Termination by the Contractor for good cause. The Contractor may end the individual order for good cause. Good cause exists in particular where

• (a) the Client is in default of payment despite a grace period pursuant to § 9 para. 8;
• (b) the Client fails to perform its duties to cooperate despite a request pursuant to § 8 para. 4;
• (c) the Client withdraws the access required to render the services, or the services held in the Client's name (§ 12 para. 1) are unpaid or suspended;
• (d) the Client demands the implementation of content or functions which, in the Contractor's assessment, infringe laws, third-party rights, platform terms or public morals (§ 5 para. 11);
• (e) the Client or persons attributable to it insult, threaten or repeatedly treat disrespectfully staff or agents of the Contractor;
• (f) the Client passes on source code, concepts or confidential information of the Contractor to third parties contrary to § 16;
• (g) the Client substantially changes the basis of the project without commissioning the additional services resulting from it pursuant to § 10;
• (h) insolvency proceedings are opened over the Client's assets or an insolvency petition is dismissed for lack of assets.

Termination must be declared in text form. The legal consequences are governed by para. 3; further claims of the Contractor, in particular for damages, remain unaffected.

21.8 Ordinary termination by the Contractor. The Contractor is entitled to end an individual order without giving reasons, in text form and with 14 days' notice, until the finished work has been made available. In that case the following applies:

• (a) The services rendered up to termination are invoiced on a time and material basis at the agreed or, failing that, the current hourly rate, but no more than the pro rata order value.
• (b) Advance payments exceeding the amount under lit. a are refunded within 14 days.
• (c) The Contractor hands over all interim states pursuant to para. 11 lit. b without separate remuneration; the Client receives the rights under para. 11 lit. c.
• (d) Liability of the Contractor for the additional cost of completing the work elsewhere, for delays or for other disadvantages arising from the termination is excluded unless based on intent or gross negligence.

21.9 Impediment to performance. If performance in accordance with the contract becomes impossible or unreasonable through no fault of either party – in particular because a third-party provider required for implementation discontinues its service or changes it such that the specification can no longer be implemented, or because a person essential to rendering the services on the Contractor's side is unavailable for more than 60 days – the Contractor first offers the Client an adjustment of the specification; the additional effort involved is an additional service (§ 10). If no adjustment is agreed, either party may end the individual order in text form. Until termination, agreed deadlines are postponed by the duration of the impediment. Invoicing is governed by para. 8 lit. a to c; neither party has claims for damages on account of the impediment. Force majeure is governed by § 19.

21.10 Termination by mutual agreement. The parties may end an individual order at any time by mutual agreement in text form. Unless otherwise agreed, para. 8 lit. a to c and para. 11 apply.

21.11 Winding-up. The following applies to every termination:

• (a) Final invoice. The Contractor issues a final invoice within 14 days of termination. Outstanding amounts are payable within 14 days, refunds are to be made within 14 days.
• (b) Interim states. The Contractor makes the work results created up to termination available to the Client in the state they are in (“as is”), as an export or via repository access – without warranty and without any obligation to document or prepare them beyond what already exists. They are made available after payment of all amounts owed under this paragraph. In the cases of paras. 6, 8, 9 and 10 the handover effort is included; in the cases of paras. 2, 3, 5 and 7 it is invoiced pursuant to § 10 para. 4.
• (c) Rights. Upon payment of all amounts owed under this paragraph, the Client receives the rights pursuant to § 13 in the results of the phases paid for. No rights arise in work results that have not been paid for; they are not handed over, and any use of them must cease (§ 13 para. 4).
• (d) Access. The Client revokes all of the Contractor's access to its systems within 14 days; the Contractor removes itself from those systems and deletes the credentials provided to it. § 12 para. 2 applies.
• (e) Data and documents. Personal data processed by the Contractor on the Client's behalf is deleted or returned in accordance with the data processing agreement. The Contractor is entitled to retain copies of work results and project documents for evidentiary, accounting and warranty purposes; § 16 continues to apply.
• (f) Successors. The Contractor does not owe any briefing or support of third parties continuing the project; at the Client's request it is provided pursuant to § 10 para. 4.
• (g) Reference rights. § 18 remains unaffected by the termination. In the case of termination pursuant to para. 7, or of completion with placeholders (§ 8 para. 10), the Contractor may waive the reference.
• (h) Survival. §§ 13, 14 (for accepted works), 15, 16, 18 and 22 survive termination.
• (i) Settlement. Upon completion of the winding-up under this paragraph, all mutual claims arising from the individual order are settled, with the exception of warranty claims for accepted works, claims under § 16 and claims based on intent or gross negligence.

21.12 Continuing contracts. The termination of continuing contracts is governed by § 20. In the event of extraordinary termination by the Contractor for reasons within the Client's sphere, the fee paid for the current billing period is not refunded; in the event of extraordinary termination by the Client for reasons within the Contractor's sphere, it is refunded pro rata. Unused quotas expire (§ 12 para. 5). Access and documentation are handed over in the last month before termination; para. 11 lit. d to i applies accordingly.

22.1 Text form. Where these GTC require written form or text form, any legible declaration on a durable medium suffices, in particular e-mail, messenger message, a message in a project or offer tool provided by one of the parties, as well as scanned or electronically signed documents. Amendments and additions to the contract require text form; this also applies to any waiver of this requirement.

22.2 Applicable law. Austrian law applies exclusively, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

22.3 Place of jurisdiction. The exclusive jurisdiction of the court with subject-matter competence in Graz is agreed for all disputes arising from or in connection with this agreement.

22.4 Severability. Should individual provisions of this contract be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions is not affected. The invalid provision is replaced by a valid provision that comes economically closest to the purpose pursued by the invalid provision.

22.5 Transfer of contract. The Contractor is entitled to transfer rights and obligations under the contract to an affiliated company or a legal successor; the Client is informed of this in text form. A transfer by the Client requires the Contractor's prior consent in text form.

22.6 Data processing agreement. For projects involving data processing on the Client's behalf, a data processing agreement (DPA) pursuant to Art. 28 GDPR applies in addition as a separate document; a template is provided by the Contractor.

22.7 Language of the contract. The language of the contract is German. In the event of translations, the German version prevails.

22.8 Non-solicitation. The Client undertakes, for the term of the contract and for twelve months after the last individual order ends, not to solicit, employ or engage, directly or indirectly, employees, freelancers and subcontractors of the Contractor who were involved in rendering the services, without first agreeing this with the Contractor in text form. In the event of a breach, the Client owes a contractual penalty of EUR 15,000 per case; the right to assert damages going beyond that is reserved.

22.9 Waiver of rescission. Rescission of the contract on grounds of error and on grounds of laesio enormis (§ 934 ABGB) is excluded (§ 351 UGB).

22.10 Service of declarations. Declarations are deemed received when sent to the e-mail address of the other party most recently notified in text form. Changes to contact details must be notified without delay.