General Terms and Conditions

Version: 11 November 2025

Nordsteg OnlineMarketing eU, Nikolaigasse 22, A-9500 Villach, Austria
Commercial register number: 393922y
Phone: +43 4242 93081 · Email: office@nordsteg.at · Web: nordsteg.at

These Terms apply exclusively to business relationships with entrepreneurs (B2B) and are governed by Austrian law. In case of discrepancies between this English translation and the original German version, the German version prevails.

1. Scope, conclusion of contract

1.1 Nordsteg OnlineMarketing eU (hereinafter the "Agency") provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the Client, even if no express reference is made to them. These Terms apply exclusively to business relationships with entrepreneurs (B2B).

1.2 The version valid at the time the contract is concluded shall apply. Deviations from these Terms and any other supplementary agreements with the Client shall be effective only if confirmed in writing by the Agency.

1.3 Any terms and conditions of the Client shall not be accepted, even if known, unless expressly agreed otherwise in writing in an individual case. The Agency expressly objects to the Client's general terms and conditions. No further objection by the Agency is required.

1.4 Changes to the GTC will be communicated to the Client and shall be deemed agreed if the Client does not object to the amended GTC in writing within 14 days; the Client will be expressly informed of the significance of their silence in the notification.

1.5 Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the binding nature of the remaining provisions or of contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to its meaning and purpose.

1.6 Offers made by the Agency are non-binding.

2. Price changes

2.1 Annual price adjustment

The provider is entitled to increase the contractually agreed fees once per year with effect from 1 January of a calendar year by 3 % of the fee last valid. This adjustment serves to compensate for general cost increases, in particular in the areas of personnel, energy, infrastructure, software licences and other operating expenses, and ensures that the quality of services and support is maintained.

2.2 Notification obligation

The provider will inform the Client of the upcoming change and its amount in text form (e.g. by email) no later than six weeks before the price adjustment takes effect.

2.3 Deemed consent / continuation of the contract

If the Client does not object to the price adjustment in writing or in text form or terminate the contract by the last day before the adjustment takes effect, the adjustment shall be deemed tacitly accepted and the contract shall be continued on the new terms.

2.4 Right of termination for consumers (§ 6(1)(2) Austrian Consumer Protection Act)

If the Client is a consumer within the meaning of § 1 Austrian Consumer Protection Act (KSchG), they shall have an extraordinary right of termination in the event of a price adjustment. This may be exercised in text form (e.g. by email or letter) by the last day before the price adjustment takes effect. If the Client does not exercise this right, the new prices shall apply from 1 January of the relevant year.

2.5 No unilateral change of other contractual components

This provision relates exclusively to the adjustment of fees; a change of other contract contents or scopes of services is not associated with it.

2.6 Business clients (B2B)

For clients who are entrepreneurs within the meaning of § 1 Austrian Commercial Code (UGB), the price adjustment shall apply even without a separate right of termination, provided it was communicated in text form no later than six weeks before it takes effect.

3. Protection of concepts and ideas

If the potential Client has invited the Agency in advance to create a concept, and the Agency complies with this invitation before the main contract is concluded, the following rules apply:

3.1 By the invitation and the Agency's acceptance of the invitation, the potential Client and the Agency enter into a contractual relationship ("Pitching Contract"). These GTC also apply to this contract.

3.2 The potential Client acknowledges that, by developing a concept, the Agency is already providing cost-intensive services in advance, even though the Client has not yet undertaken any service obligations.

3.3 To the extent that its linguistic and graphic parts reach the threshold of originality, the concept is protected by copyright law. Use and modification of these parts without the Agency's consent is not permitted to the potential Client by virtue of copyright law.

3.4 The concept also contains advertising-relevant ideas which do not reach the threshold of originality and are therefore not protected by copyright law. These ideas stand at the beginning of every creative process and can be defined as the initial spark of everything produced later, and thus as the origin of the marketing strategy. Those elements of the concept which are distinctive and give the marketing strategy its characteristic form are therefore protected. In particular, advertising slogans, advertising texts, graphics and illustrations, advertising media, etc. shall be regarded as ideas within the meaning of this agreement, even if they do not reach the threshold of originality.

3.5 The potential Client undertakes to refrain from economically exploiting or using, or having exploited or used, the creative advertising ideas presented by the Agency as part of the concept outside of the corrective framework of a main contract to be concluded later.

3.6 If the potential Client believes that the Agency has presented ideas to them which they had already come up with before the presentation, they must notify the Agency within 14 days after the day of the presentation by email, providing evidence that allows a chronological classification.

3.7 Otherwise, the contracting parties shall assume that the Agency has presented a new idea to the potential Client. If the idea is used by the Client, it shall be assumed that the Agency was meritorious in doing so.

3.8 The potential Client may release themselves from their obligations under this clause by paying an appropriate compensation plus 20 % VAT. The release takes effect only after full receipt of payment of the compensation by the Agency.

4. Scope of services, order processing and Client's duties to cooperate

4.1 The scope of the services to be rendered results from the service description in the agency contract or any order confirmation by the Agency, and any briefing protocol ("offer documents"). Subsequent changes to the content of the services require written confirmation by the Agency. Within the framework specified by the Client, the Agency has design freedom in fulfilling the order.

4.2 All services of the Agency (in particular all preliminary drafts, sketches, final artwork, brush proofs, blueprints, copies, colour prints and electronic files) must be checked by the Client and approved by them within three working days of receipt. After this period expires without a response from the Client, they shall be deemed approved by the Client.

4.3 The Client will make all information and documents required for the provision of the service available to the Agency in a timely and complete manner. They will inform the Agency of all circumstances relevant to the execution of the order, even if these only become known during the execution of the order. The Client shall bear the cost incurred by work having to be repeated or delayed by the Agency due to incorrect, incomplete or subsequently changed information on their part.

4.4 The Client is also obliged to check the documents made available for the execution of the order (photos, logos, advertisement texts etc.) for any copyright, trademark, label rights or other rights of third parties (rights clearing) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the case of mere slight negligence or after fulfilling its duty to warn - in any case in the internal relationship with the Client - the Agency is not liable for an infringement of such third-party rights caused by documents provided. If the Agency is held liable by a third party for such an infringement, the Client shall indemnify the Agency; they shall compensate the Agency for all disadvantages resulting from a third-party claim, in particular the costs of appropriate legal representation. The Client undertakes to support the Agency in defending against any third-party claims. The Client shall provide the Agency with all documents required for this purpose without being requested to do so.

5. External services / commissioning of third parties

5.1 The Agency is entitled, at its sole discretion, to perform the service itself, to make use of qualified third parties as vicarious agents in providing contractual services, and/or to substitute such services ("External Services").

5.2 The commissioning of third parties as part of an external service takes place either in the Agency's own name or in the name of the Client. The Agency will select these third parties carefully and ensure that they have the necessary professional qualifications.

5.3 Insofar as the Agency commissions necessary or agreed external services, the respective contractors are not vicarious agents of the Agency.

5.4 The Client must assume any obligations towards third parties that extend beyond the contract term. This also expressly applies in the event of termination of the agency contract for good cause.

6. Deadlines

6.1 Stated delivery or performance deadlines apply as approximate and non-binding only, unless expressly agreed as binding. Binding date agreements must be recorded in writing or confirmed in writing by the Agency.

6.2 If the Agency's delivery/performance is delayed for reasons for which it is not responsible, such as force majeure events and other unforeseeable events that cannot be averted by reasonable means, the performance obligations shall be suspended for the duration and extent of the impediment and the deadlines shall be extended accordingly. If such delays last longer than two months, both the Client and the Agency shall be entitled to withdraw from the contract.

6.3 If the Agency is in default, the Client may only withdraw from the contract after granting the Agency a reasonable grace period of at least 14 days in writing which has expired without result. Claims for damages by the Client due to non-performance or default are excluded, except upon proof of intent.

7. Premature termination

7.1 The Agency is entitled to terminate the contract for good cause with immediate effect. Good cause exists in particular if

• a) the performance of the service becomes impossible for reasons attributable to the Client, or continues to be delayed despite the setting of a grace period of 14 days;
• b) the Client continues to breach material obligations under this contract, such as payment of an amount due or duties to cooperate, despite a written warning with a grace period of 14 days;
• c) justified concerns regarding the Client's creditworthiness exist and the Client, upon request by the Agency, neither makes advance payments nor provides suitable security before the Agency renders its service.

7.2 The Client is entitled to terminate the contract for good cause without setting a grace period. Good cause exists in particular if the Agency continues to breach material provisions of this contract despite a written warning with an appropriate grace period of at least 14 days for remedying the breach of contract.

8. Fees

8.1 Unless otherwise agreed, the Agency's claim to a fee arises for each individual service as soon as that service has been rendered. The Agency is entitled to request advance payments to cover its expenses. For order volumes with an (annual) budget of € 1,000 or more, or such that extend over a longer period, the Agency is entitled to issue interim invoices or advance invoices, or to call in payments on account.

8.2 Fees are understood as net fees plus value added tax at the statutory rate. In the absence of a specific agreement, the Agency is entitled to the customary market fee for the services rendered and for granting rights of use under copyright and trademark law.

8.3 All services of the Agency not expressly covered by the agreed fee shall be remunerated separately. All out-of-pocket expenses incurred by the Agency shall be reimbursed by the Client.

8.4 Cost estimates by the Agency are non-binding. If it becomes apparent that the actual costs will exceed those estimated in writing by the Agency by more than 15 %, the Agency will inform the Client of the higher costs. The cost overrun shall be deemed approved by the Client if the Client does not object in writing within three working days of this notice and simultaneously proposes more cost-effective alternatives. For cost overruns of up to 15 %, no separate notification is required. Such cost overruns are deemed approved by the Client from the outset.

8.5 If the Client unilaterally changes or terminates commissioned work without involving the Agency - regardless of other ongoing support by the latter - they must remunerate the Agency for the services rendered up to that point in accordance with the fee agreement and reimburse all costs incurred. Unless the termination is justified by grossly negligent or intentional breach of duty by the Agency, the Client must also reimburse the Agency for the entire fee (commission) agreed for this order, whereby the offset remuneration under § 1168 of the Austrian Civil Code (ABGB) is excluded. Furthermore, the Agency shall be indemnified against any claims by third parties, in particular by the Agency's contractors. Payment of the fee does not grant the Client any rights of use in work already performed; unexecuted concepts, drafts and other documents must be returned to the Agency without delay.

9. Payment, retention of title

9.1 The fee is due for payment immediately upon receipt of the invoice without deduction, unless special payment terms are agreed in writing in individual cases. This also applies to the passing on of all out-of-pocket expenses and other expenditures. Goods delivered by the Agency shall remain the property of the Agency until full payment of the remuneration including all ancillary obligations.

9.2 In the event of default of payment by the Client, the statutory default interest at the rate applicable to business transactions applies. Furthermore, the Client undertakes to reimburse the Agency for any reminder and collection expenses arising in the event of default of payment, insofar as they are necessary for appropriate legal pursuit. This shall in any case include the costs of two reminder letters at the customary market rate of currently at least € 20.00 per reminder, as well as a reminder letter from a lawyer engaged for the collection. The assertion of further rights and claims remains unaffected.

9.3 In the event of default of payment by the Client, the Agency may render immediately due all services and partial services provided under other contracts concluded with the Client.

9.4 Furthermore, the Agency is not obliged to render further services until the outstanding amount has been paid (right of retention). The obligation to pay the fee remains unaffected.

9.5 If payment in instalments has been agreed, the Agency reserves the right, in the event of non-timely payment of partial amounts or ancillary claims, to demand immediate payment of the entire outstanding debt (loss of term benefit).

9.6 The Client is not entitled to offset their own claims against the Agency's claims, unless the Client's claim has been recognised in writing by the Agency or has been established by a court.

9.7 Prices increase annually by 3 % on 1 January to compensate for increased costs in the context of general price developments (e.g. inflation, wage and rental costs, software licences).

10. Ownership and copyright

10.1 All services of the Agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, final artwork, concepts, negatives, slides), including individual parts thereof, as well as the individual workpieces and original drafts, remain the property of the Agency and can be requested back by the Agency at any time - in particular upon termination of the contractual relationship. By paying the fee, the Client acquires the right to use the services for the agreed purpose. In the absence of any agreement to the contrary, the Client may, however, use the Agency's services exclusively in Austria. The acquisition of rights of use and exploitation of the Agency's services in any case presupposes full payment of the fees invoiced by the Agency. If the Client uses the Agency's services before this point in time, such use is based on a loan relationship that can be revoked at any time.

10.2 Changes or modifications to the Agency's services, in particular further development by the Client or by third parties working for the Client, are only permitted with the express consent of the Agency and - insofar as the services are protected by copyright - of the author.

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

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

10.5 For uses pursuant to paragraph 4, the Agency is entitled to the full agency remuneration agreed in the expired contract in the first year after the end of the contract. In the second or third year after the end of the contract, only half or a quarter of the remuneration agreed in the contract, respectively. From the fourth year after the end of the contract, no agency remuneration is to be paid.

10.6 The Client is liable to the Agency for any unlawful use in the amount of twice the fee appropriate for that use.

11. Attribution

11.1 The Agency is entitled to refer to the Agency and, where applicable, to the author on all advertising materials and in all advertising activities, without the Client being entitled to any remuneration.

11.2 The Agency is entitled, subject to the Client's written revocation which is possible at any time, to refer with name and company logo to the existing or former business relationship with the Client on its own advertising media and in particular on its website (reference notice).

12. Warranty

12.1 The Client must notify any defects in writing, describing the defect, without delay, and in any case within eight days of delivery/performance by the Agency, and hidden defects within eight days of their discovery; otherwise the service shall be deemed approved. In this case, the assertion of warranty claims and claims for damages, as well as the right to contest for mistake due to defects, is excluded.

12.2 In the event of a justified and timely notification of defects, the Client is entitled to have the delivery/performance improved or replaced by the Agency. The Agency will remedy the defects within a reasonable period, with the Client enabling the Agency to carry out all necessary measures for investigation and remedying of defects. The Agency is entitled to refuse improvement of the service if this is impossible or involves disproportionate effort for the Agency. In this case, the Client is entitled to the statutory rights of rescission or reduction. In the case of improvement, it is the Client's obligation to send the defective (physical) item at their own cost.

12.3 It is also the Client's responsibility to check the service for its legal admissibility, in particular under competition law, trademark law, copyright law and administrative law. The Agency is only obliged to carry out a rough check of legal admissibility. In the case of slight or gross negligence, or after fulfilling any duty to warn the Client, the Agency is not liable to the Client for the legal admissibility of content if this has been specified or approved by the Client.

12.4 The warranty period is six months from delivery/performance. The right of recourse against the Agency pursuant to § 933b(1) Austrian Civil Code (ABGB) expires one year after delivery/performance. The Client is not entitled to withhold payments because of defect complaints. The presumption rule of § 924 Austrian Civil Code (ABGB) is excluded.

13. Liability and product liability

13.1 In cases of slight or gross negligence, liability of the Agency and of its employees, contractors or other vicarious agents ("personnel") for material or financial damages to the Client is excluded, regardless of whether these are direct or indirect damages, lost profits or consequential damages resulting from defects, damages due to default, impossibility, positive breach of contract, fault at the conclusion of the contract, or defective or incomplete performance. The injured party must prove the existence of intent. What applies to the liability of the Agency also applies to the personal liability of its "personnel".

13.2 Any liability of the Agency for claims brought against the Client on the basis of the service rendered by the Agency (e.g. advertising measure) is expressly excluded if the Agency has fulfilled its duty to inform or if such was not recognisable to it, whereby slight or gross negligence is not detrimental. In particular, the Agency is not liable for legal fees, the Client's own lawyer's fees or costs of publishing judgments, nor for any claims for damages or other claims of third parties; the Client shall indemnify the Agency in this regard.

13.3 Claims for damages by the Client expire within six months of knowledge of the damage; in any case, however, after three years from the Agency's act of violation. Claims for damages are limited in amount to the net order value.

14. Data protection

The Client agrees that their personal data - namely name/company, profession, date of birth, commercial register number, powers of representation, contact person, business address and other addresses of the Client, phone number, fax number, email address, bank details, credit card data, VAT number - shall be collected, stored and processed in an automated manner for the purpose of contract performance and supporting the Client, as well as for the Agency's own advertising purposes, for example to send offers, advertising brochures and newsletters (in paper and electronic form), and for the purpose of referring to the existing or former business relationship with the Client (reference notice). The Client agrees that they may receive electronic mail for advertising purposes until further notice. This consent can be revoked at any time in writing by email, fax or letter to the contact details given at the top of the GTC.

15. Applicable law

The contract and all mutual rights, obligations and claims between the Agency and the Client arising from it are governed by Austrian substantive law, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods.

16. Place of performance and jurisdiction

16.1 Place of performance is the registered office of the Agency. In the case of shipping, risk passes to the Client as soon as the Agency has handed the goods over to the carrier it has chosen.

16.2 The court having subject-matter jurisdiction at the Agency's registered office is agreed as the place of jurisdiction for all legal disputes arising between the Agency and the Client in connection with this contractual relationship. Notwithstanding this, the Agency is entitled to sue the Client at the Client's general place of jurisdiction.

16.3 Insofar as designations relating to natural persons are given in this contract only in the masculine form, they refer equally to women and men. When applying the designation to specific natural persons, the respective gender-specific form shall be used.