Validity, Conclusion of Contract

1.1 The company Sarah Rodemer provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between Sarah Rodemer and the customer, even if they are not explicitly referenced. The GTC are applicable exclusively to legal relationships with entrepreneurs, thus B2B.

1.2 The version valid at the time of the conclusion of the contract is decisive. Deviations from these as well as other supplementary agreements with the customer are only effective if confirmed in writing by Sarah Rodemer.

1.3 Any terms and conditions of the customer are not accepted, even if known, unless expressly agreed otherwise in writing in individual cases. Sarah Rodemer expressly contradicts the customer’s GTC. No further objection to the customer’s GTC by Sarah Rodemer is required.

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

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

1.6 Offers from Sarah Rodemer are non-binding and without obligation.

Social Media Channels

Sarah Rodemer expressly informs the customer prior to placing the order that the providers of “social media channels” (e.g., Facebook, hereinafter referred to as providers) reserve the right in their terms of use to reject or remove advertisements and appearances for any reason. The providers are therefore not obligated to forward content and information to users. Consequently, there is an incalculable risk for Sarah Rodemer that advertisements and appearances might be removed without reason. In case of a complaint by another user, the providers do grant the opportunity for a counterstatement, but even in this case, the content is immediately removed. Restoring the original, lawful state may take some time. Sarah Rodemer works on the basis of these terms of use of the providers, over which she has no influence, and these are also the basis of the customer’s order. By placing the order, the customer explicitly acknowledges that these terms of use (co-)determine the rights and obligations of a possible contractual relationship. Sarah Rodemer intends to execute the customer’s order to the best of her knowledge and in compliance with the guidelines of “social media channels”. However, due to the current terms of use and the simple possibility for any user to claim legal violations and thus achieve the removal of content, Sarah Rodemer cannot ensure that the commissioned campaign will always be retrievable.

Concept and Idea Protection

If the potential customer has already invited Sarah Rodemer to create a concept in advance and Sarah Rodemer follows this invitation before the main contract is concluded, the following regulation applies:

3.1 By the invitation and acceptance of the invitation by Sarah Rodemer, the potential customer and Sarah Rodemer enter into a contractual relationship (“pitching contract”). These GTC also apply to this contract.

3.2 The potential customer acknowledges that Sarah Rodemer incurs cost-intensive preliminary work with the concept development, although he himself has not yet assumed any performance obligations.

3.3 The concept is subject to copyright protection in its linguistic and graphic parts, insofar as these reach the required level of originality. Use and modification of these parts without the consent of Sarah Rodemer is not permitted to the potential customer under copyright law.

3.4 The concept also contains advertising-relevant ideas that do not reach the level of a work and thus do not enjoy copyright protection. These ideas mark the beginning of every creative process and can be defined as the spark for everything subsequently produced and thus as the origin of the marketing strategy. Therefore, those elements of the concept that are distinctive and give the marketing strategy its characteristic imprint are protected. An idea in the sense of this agreement includes, in particular, advertising slogans, advertising texts, graphics, and illustrations, advertising materials, etc., even if they do not reach the level of a work.

3.5 The potential customer undertakes to refrain from economically exploiting or having exploited or using or having used these creative advertising ideas presented by Sarah Rodemer as part of the concept outside the corrective of a later concluded main contract.

3.6 If the potential customer believes that ideas presented to him by Sarah Rodemer were already his own before the presentation, he must notify Sarah Rodemer by email within 14 days from the day of the presentation, providing evidence that allows for chronological classification.

3.7 In the absence of such notification, it is assumed that Sarah Rodemer presented a new idea to the potential customer. If the idea is used by the customer, it is assumed that Sarah Rodemer became meritorious in doing so.

3.8 The potential customer can release himself from his obligations under this point by paying an appropriate compensation plus 20% VAT. The release takes effect only after the full receipt of the compensation payment by Sarah Rodemer.

Scope of Services, Order Processing, and Customer’s Duties to Cooperate

4.1 The scope of the services to be provided results from the service description in the contract or any order confirmation by Sarah Rodemer, as well as any briefing protocol (“offer documents”). Subsequent changes to the content of the service require written confirmation by Sarah Rodemer. Within the framework specified by the customer, Sarah Rodemer has the freedom to design the execution of the order.

4.2 All services provided by Sarah Rodemer (in particular, all preliminary drafts, sketches, final artwork, brush proofs, blueprints, copies, color prints, and electronic files) must be checked by the customer and released within three working days of receipt by the customer. After this period without feedback from the customer, they are deemed approved by the customer.

4.3 The customer will provide Sarah Rodemer with all necessary information and documents required for the performance of the service in a timely and complete manner. He will inform her of all circumstances that are significant for the execution of the order, even if these become known only during the execution of the order. The customer bears the costs arising from the fact that work has to be repeated or is delayed due to his incorrect, incomplete, or subsequently changed information.

4.4 Furthermore, the customer is obliged to check the documents provided for the execution of the order (photos, logos, etc.) for any third-party rights (copyright, trademark, distinctive marks, or other rights) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. Sarah Rodemer is not liable for a breach of such third-party rights in case of slight negligence or after fulfilling her duty to warn – in any case, in relation to the customer. If Sarah Rodemer is claimed by a third party for such a legal violation, the customer shall hold Sarah Rodemer harmless and indemnify her; he must compensate her for all disadvantages arising from third-party claims, in particular, the costs of appropriate legal representation. The customer undertakes to support Sarah Rodemer in defending against any third-party claims. The customer shall provide Sarah Rodemer with all documents without being asked.

Third-Party Services / Commissioning of Third Parties

5.1 Sarah Rodemer is entitled at her discretion to perform the service herself, to use knowledgeable third parties as vicarious agents in the provision of contractual services, and/or to substitute such services (“third-party service”).

5.2 The commissioning of third parties within the framework of a third-party service is carried out either in her own name or in the name of the customer. Sarah Rodemer will select this third party carefully and ensure that this party has the necessary professional qualifications.

5.3 Obligations towards third parties that extend beyond the term of the contract shall be assumed by the customer. This expressly applies in the event of termination of the contract for good cause.

Deadlines

6.1 Indicated delivery or service periods are only approximate and non-binding unless expressly agreed otherwise. Binding deadlines must be recorded in writing or confirmed in writing by Sarah Rodemer.

6.2 If the delivery/service by Sarah Rodemer is delayed for reasons beyond her control, such as force majeure or other unforeseeable events that cannot be prevented with reasonable means, the performance obligations rest for the duration and scope of the impediment and the deadlines are extended accordingly. If such delays last more than two months, both the customer and Sarah Rodemer are entitled to withdraw from the contract.

6.3 If Sarah Rodemer is in default, the customer can withdraw from the contract only after giving Sarah Rodemer a reasonable grace period of at least 14 days in writing and this period has expired fruitlessly. Claims for damages by the customer due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.

Premature Termination

7.1 Sarah Rodemer is entitled to terminate the contract with immediate effect for important reasons. An important reason exists in particular if

a) the execution of the service becomes impossible for reasons attributable to the customer or is delayed despite setting a grace period of 14 days;

b) the customer repeatedly violates essential obligations under this contract, such as payment of a due amount or cooperation obligations, despite a written warning with a grace period of 14 days;

c) there are justified concerns about the customer’s creditworthiness and the customer neither makes advance payments at Sarah Rodemer’s request nor provides suitable security before Sarah Rodemer’s performance.

7.2 The customer is entitled to terminate the contract for important reasons without a grace period. An important reason exists in particular if Sarah Rodemer repeatedly violates essential provisions of this contract, despite a written warning with a reasonable grace period of at least 14 days to remedy the breach.

Fee

8.1 Unless otherwise agreed, Sarah Rodemer’s fee entitlement arises for each individual service as soon as it has been rendered. Sarah Rodemer is entitled to request advances to cover her expenses. For an order volume with an (annual) budget of €5,000, or those extending over a longer period, Sarah Rodemer is entitled to create interim invoices or advance invoices, or to call for payments on account.

8.2 The fee is net plus VAT in the statutory amount. In the absence of an agreement in individual cases, Sarah Rodemer is entitled to determine the fee at her reasonable discretion according to the type and scope of the service.

8.3 All services of Sarah Rodemer that are not expressly covered by the agreed fee will be remunerated separately. All cash expenses incurred by Sarah Rodemer are to be reimbursed by the customer.

8.4 Cost estimates by Sarah Rodemer are non-binding. If it is foreseeable that the actual costs will exceed those estimated in writing by Sarah Rodemer by more than 15%, Sarah Rodemer will inform the customer of the higher costs. The cost overrun is considered approved by the customer if the customer does not object in writing within three working days of this notification and at the same time announces cheaper alternatives. If the cost overrun is up to 15%, a separate notification is not required. This cost estimate overrun is deemed to be approved by the customer from the outset.

8.5 If the customer unilaterally changes or cancels work ordered without involving Sarah Rodemer and without her agreement, he shall compensate Sarah Rodemer for all costs incurred up to that point and release her completely from all obligations towards third parties.

8.6 If the customer cancels an order placed with Sarah Rodemer, without being entitled to do so, Sarah Rodemer is entitled, notwithstanding the possibility of claiming higher actual damages, to demand 15% of the agreed fee for the costs incurred for the execution of the service and for the lost profit. The customer’s obligation to pay damages is not affected by this.

Payment, Retention of Title

9.1 The fee is due for payment immediately upon receipt of the invoice and without deduction unless special payment terms have been agreed in writing in individual cases. This also applies to the re-invoicing of all cash expenses and other expenses. The goods delivered by Sarah Rodemer remain her property until full payment of the fee, including all ancillary liabilities.

9.2 In the event of default in payment by the customer, statutory default interest will be charged in the applicable amount. Furthermore, in the event of default in payment by the customer, Sarah Rodemer is entitled to demand immediate payment for all services and partial services provided under other contracts concluded with the customer.

9.3 The customer is not entitled to withhold payments due to incomplete total delivery, warranty, or guarantee claims, or complaints.

9.4 The customer is not entitled to offset claims of Sarah Rodemer with counterclaims unless the counterclaims have been legally established or acknowledged by Sarah Rodemer.

Presentation

If no other agreement has been made, Sarah Rodemer is entitled to use the objects created for the customer for presentation and advertising purposes, even if they are based on templates or specifications provided by the customer.

Warranty

11.1 The customer must report any defects immediately, at the latest within eight days after delivery/service by Sarah Rodemer, hidden defects immediately after their discovery, in writing with a description of the defect; otherwise, the service is deemed approved. In this case, asserting warranty claims or claims for damages, including consequential damages, as well as the right to contest errors due to defects is excluded.

11.2 In the event of a justified and timely notice of defect, the customer has the right to improvement or exchange of the delivery/service by Sarah Rodemer. Sarah Rodemer will remedy the defects within a reasonable period, whereby the customer enables all measures necessary for the examination and remedy of defects by Sarah Rodemer. Sarah Rodemer is entitled to refuse to improve the service if this is impossible or involves a disproportionately high effort for her. In this case, the customer is entitled to the statutory conversion or reduction rights. In case of improvement, it is the customer’s responsibility to transfer the defective (physical) item at his own expense.

11.3 It is also incumbent on the customer to check the service for its legal admissibility, particularly in terms of competition, trademarks, and administrative law. Sarah Rodemer is only obligated to provide a rough review of the legal admissibility. Sarah Rodemer is not liable for the correctness of the content if the customer’s information has been approved or deemed approved by the customer. This applies particularly to drafts prepared by the customer.

11.4 The warranty period is six months from delivery/service. The right to recourse against Sarah Rodemer in accordance with § 933b (1) ABGB (Austrian General Civil Code) expires one year after delivery/service. The customer is not entitled to withhold payments due to complaints. The presumption provision of § 924 ABGB is excluded.

Liability and Product Liability

12.1 In cases of slight negligence, the liability of Sarah Rodemer and that of her employees, contractors, or other vicarious agents (“people”) for material or financial damage to the customer is excluded, regardless of whether it is direct or indirect damage, lost profit, or consequential damage, damage due to delay, impossibility, positive breach of contract, culpa in contrahendo, or due to defective or incomplete performance. The injured party has to prove the existence of gross negligence. Insofar as the liability of Sarah Rodemer is excluded or limited, this also applies to the personal liability of her “people.”

12.2 Any liability of Sarah Rodemer for claims made against the customer based on the service provided by Sarah Rodemer (e.g., advertising measures) is expressly excluded if Sarah Rodemer has fulfilled her duty to inform or if such was not recognizable, even with due diligence. In particular, Sarah Rodemer is not liable for litigation costs, the customer’s own lawyer’s fees, or the costs of judgments or any other claims of third parties; the customer has to hold Sarah Rodemer harmless and indemnify her in this respect.

12.3 Claims for damages by the customer expire six months after knowledge of the damage; in any case, after three years from the act of infringement by Sarah Rodemer. Claims for damages are limited to the order value, excluding taxes.

Data Protection

The customer agrees that his personal data, namely name/company, profession, date of birth, company registration number, VAT number, business address, and other addresses of the customer, contact persons, phone number, fax number, email address, bank details, credit card details, photos, video, audio recordings, and other data provided by the customer for order processing purposes and for the purpose of verifying the requirements for the services offered by Sarah Rodemer are stored and processed. The customer agrees that his data is used for order processing purposes, and if necessary, transferred to third parties. The customer has the right to revoke this consent in writing at any time by emailing datenschutz@sarahrodemer.com.

Final Provisions

14.1 The place of fulfillment is the seat of Sarah Rodemer. In the event of disputes, the competent court at the seat of Sarah Rodemer has exclusive jurisdiction. The contract is subject to Austrian law.

14.2 Should individual provisions of these GTC be or become invalid, this does not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one that comes closest to the meaning and purpose.

14.3 Amendments and additions to the contract must be in writing to be effective. This also applies to the waiver of the written form requirement. There are no verbal side agreements.

14.4 The application of the UN Convention on Contracts for the International Sale of Goods is excluded.