GENERAL TERMS AND CONDITIONS
1. Scope and Conclusion of Contract
1.1 The company 5 Star Plus Retail Design (hereinafter referred to as “Agency”) provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the Client, even if not explicitly referenced. The GTC are applicable exclusively to business-to-business (B2B) relationships.
1.2 The version of these GTC valid at the time of contract conclusion shall be binding. Deviations from these terms or additional agreements shall only be effective if confirmed in writing by the Agency.
1.3 Any terms and conditions of the Client shall not be accepted, even if the Agency is aware of them, unless explicitly agreed otherwise in writing. The Agency expressly objects to any counter-confirmations referring to the Client’s terms and conditions.
1.4 Any changes to these GTC shall be communicated to the Client. They shall be deemed accepted unless the Client objects in writing within 14 days. This provision does not apply to changes concerning essential service content and pricing.
1.5 If any provision of these GTC is deemed invalid, the validity of the remaining provisions shall not be affected. The ineffective provision shall be replaced by a valid provision that best aligns with the intent and purpose of the original.
1.6 The Agency’s offers are non-binding and subject to change without notice.
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2. Social Media Channels
2.1 The Agency explicitly informs the Client that “Social Media Channels” (e.g., LinkedIn, Instagram) reserve the right to reject or remove advertisements and content at their discretion. As such, the Agency cannot guarantee the continuous availability of advertising campaigns.
2.2 The Client acknowledges that social media platforms may remove content without prior notice. The Agency operates in accordance with the platforms’ terms of use but cannot be held liable for content removal due to platform policies.
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3. Intellectual Property and Concept Protection
3.1 If the Client requests a concept before the main contract is concluded, the Agency and the Client enter into a “Pitching Agreement”. The Client acknowledges that developing such concepts requires significant effort and resources.
3.2 Any concepts presented by the Agency, including text, graphics, slogans, or strategies, are protected under intellectual property laws and may not be used or modified without the Agency’s written consent.
3.3 The Client agrees not to commercially use or pass on creative ideas presented by the Agency unless a contract is signed. Unauthorized use entitles the Agency to claim compensation.
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4. Scope of Services and Cooperation
4.1 The scope of services is defined in the Agency’s contract or offer documentation. Any changes must be confirmed in writing by the Agency.
4.2 The Client must review and approve all materials (drafts, layouts, final versions) within three business days. If no feedback is given within this period, materials shall be considered approved.
4.3 The Client must provide all necessary data, documents, and information required for service execution in a timely and complete manner. Any delays caused by the Client may result in additional costs.
4.4 The Client guarantees that provided materials (logos, images, etc.) are free from third-party rights and indemnifies the Agency from any legal claims arising from their use.
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5. Third-Party Services
5.1 The Agency reserves the right to perform services internally or contract third parties for service execution.
5.2 If third-party services are required, the Agency may either commission them on behalf of the Client or in its own name. The Client will be informed in advance about such arrangements.
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6. Deadlines and Delays
6.1 Deadlines shall be considered approximate unless explicitly agreed otherwise in writing.
6.2 If the Agency cannot meet deadlines due to unforeseen events beyond its control (force majeure, supply chain disruptions), deadlines shall be extended accordingly.
6.3 If the Agency is in default, the Client must grant a grace period of at least 14 days before contract termination. Claims for damages due to delay are excluded unless the delay was caused by gross negligence.
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7. Termination and Early Contract Dissolution
7.1 The Agency may terminate the contract with immediate effect if:
• The Client fails to fulfill contractual obligations despite a 14-day grace period.
• The Client fails to meet payment obligations.
• The Client’s financial situation raises concerns about their ability to pay.
7.2 The Client may terminate the contract without notice if the Agency breaches significant contractual obligations despite a 14-day grace period.
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8. Fees and Payment Terms
8.1 The Agency is entitled to fees for all services provided, payable upon invoice receipt unless otherwise agreed.
8.2 Prices are quoted net, excluding VAT. Any external costs (licensing fees, third-party services) shall be covered by the Client.
8.3 If project costs exceed initial estimates by more than 15%, the Agency will notify the Client. Costs shall be deemed accepted unless the Client objects in writing within three days.
8.4 If the Client cancels or modifies work without the Agency’s involvement, full fees remain payable for services rendered.
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9. Liability and Warranty
9.1 The Client must notify the Agency of defects within eight days of delivery. Otherwise, the service shall be considered accepted.
9.2 The Agency provides a warranty period of six months. Claims for damages are limited to cases of gross negligence or intent.
9.3 The Agency is not liable for the legal compliance of materials provided by the Client.
9.4 The Agency’s total liability shall not exceed the net contract value.
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10. Legal Venue and Governing Law
10.1 These terms and conditions are governed by Austrian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2 The exclusive legal venue for any disputes shall be the competent court in Vienna, Austria.
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11. Final Provisions
11.1 The Agency reserves the right to use Client projects for self-promotion unless otherwise agreed.
11.2 These terms remain binding even if parts are invalidated. Invalid provisions shall be replaced by legally effective ones closest to the original intent.
11.3 Gender-specific terms apply equally to all genders and are used solely for readability.
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5 Star Plus Retail Design
Wien, Austria
www.5starplusdesign.com